LISTING PARTICULARS DATED 15 FEBRUARY 2021 CARDIFF UNIVERSITY (incorporated by Royal Charter) £ 100,000,000 3.000 per cent. Bonds due 2055 (to be consolidated and form a single series with the £300,000,000 3.000 per cent. Bonds due 2055 issued on 8 February 2016) Issue price: 128.960 per cent. plus 72 days' accrued interest in respect of the period from (and including) 7 December 2020 to (but excluding) 17 February 2021 The issue price of the £100,000,000 3.000 per cent. Bonds due 2055 (the "Further Bonds") of Cardiff University (the "Issuer") is 128.960 per cent. of their principal amount (plus 72 days' accrued interest in respect of the period from (and including) 7 December 2020 (the "Interest Commencement Date") to (but excluding) 17 February 2021 (the "Issue Date")). The Further Bonds will be consolidated and form a single series with the £300,000,000 3.000 per cent. Bonds due 2055 issued on 8 February 2016 and described in a Prospectus dated 4 February 2016 (the "Original Bonds" and, together with the Further Bonds, the "Bonds") on or about the date which is 40 days after the Issue Date. Upon consolidation, the aggregate principal amount of the Bonds will total £400,000.000. Unless previously redeemed or purchased or cancelled, the Bonds will be redeemed at their principal amount on 7 December 2055. The Bonds are subject to redemption, in whole but not in part, at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the United Kingdom. The Bonds may also be redeemed at any time at the option of the Issuer, in whole or in part, at the Redemption Price (as defined in "Terms and Conditions of the Bonds—Condition 5(c)—Redemption at the option of the Issuer"). See "Terms and Conditions of the Bonds—Redemption and Purchase". The Further Bonds will bear interest from the Interest Commencement Date at the rate of 3.000 per cent. per annum payable semi-annually in arrear on 7 June and 7 December in each year except that the first payment of interest shall be made on 7 June 2021 in respect of the period from (and including) the Interest Commencement Date to (but excluding) 7 June 2021. Payments on the Bonds will be made in sterling without deduction for or on account of taxes imposed or levied by the United Kingdom to the extent described under "Terms and Conditions of the Bonds—Condition 7—Taxation". These Listing Particulars have been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority under section 79 of the Financial Services and Markets Act 2000, as amended (the "FSMA") as listing particulars issued in compliance with section 80 of the FSMA and listing rules made under Part VI of the FSMA (the "Listing Rules") for the purpose of giving information with regard to the issue of the Further Bonds. These Listing Particulars are neither (i) a prospectus for the purposes of Part VI of the FSMA nor (ii) a prospectus for purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). The FCA has only approved these Listing Particulars as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation, as required by LR 4.2.3. Such an approval should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of any Further Bonds that are the subject of these Listing Particulars. Investors should make their own assessment as to the suitability of investing in such Further Bonds. Applications have been made for the Further Bonds to be admitted to listing on the Official List of the FCA (the "Official List") and to trading on the Main Market of the London Stock Exchange plc (the "London Stock Exchange"). The Further Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Further Bonds are being offered outside the United States by the Joint Lead Managers (as defined in "Subscription and Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Further Bonds will be in bearer form and in the denominations of £100,000 and higher integral multiples of £1,000 (up to and including £199,000). The Bonds will initially be in the form of a temporary global bond (the "Temporary Global Bond"), without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). The Temporary Global Bond will be exchangeable, in whole or in part, for interests in a permanent global bond (the "New Global Bond"), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non U.S. beneficial ownership. The New Global Bond will thereafter represent all Bonds and the existing permanent global bond representing the Original Bonds will be cancelled. Interest payments in respect of the Further Bonds cannot be collected without such certification of non U.S. beneficial ownership. The New Global Bond will be exchangeable in certain limited circumstances in whole, but not in part, for Bonds in definitive form in the denominations of £100,000 and higher integral multiples of £1,000 (up to and including £199,000) each with interest coupons and (if applicable) talons attached. See "Summary of Provisions Relating to the Bonds in Global Form". The Original Bonds are assigned a rating of A1 by Moody's Investors Service Limited ("Moody's") and it is expected that the rating of the Bonds will be the same immediately after the issuance of the Further Bonds. Moody's is established in the UK and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK CRA Regulation"). Moody's appears on the latest update of the list of registered credit rating agencies (as of the date of these Listing Particulars) on UK FCA's Financial Services Register. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in the Further Bonds involves certain risks; for a discussion of these risks see “Risk Factors” herein. JOINT LEAD MANAGERS BARCLAYS BANK LLOYDS BANK CORPORATE MARKETS CONTENTS IMPORTANT NOTICES .................................................................................................................. 4 INFORMATION INCORPORATED BY REFERENCE ................................................................. 6 OVERVIEW ...................................................................................................................................... 7 RISK FACTORS.............................................................................................................................. 10 TERMS AND CONDITIONS OF THE BONDS ............................................................................ 25 SUMMARY OF PROVISIONS RELATING TO THE FURTHER BONDS IN GLOBAL FORM .......................................................................................................................................................... 34 USE OF PROCEEDS....................................................................................................................... 36 DESCRIPTION OF THE ISSUER .................................................................................................. 37 GOVERNANCE AND REGULATION OF THE ISSUER ............................................................ 54 TAXATION ..................................................................................................................................... 65 SUBSCRIPTION AND SALE ......................................................................................................... 67 GENERAL INFORMATION .......................................................................................................... 70 IMPORTANT NOTICES These Listing Particulars comprise approved listing particulars for the purposes of section 79 of the FSMA. The Issuer accepts responsibility for the information contained in these Listing Particulars and declares that, to the best of its knowledge, the information contained in these Listing Particulars is in accordance with the facts and these Listing Particulars make no omission likely to affect its import. The Issuer has confirmed to Barclays Bank PLC and Lloyds Bank Corporate Markets plc (the “Joint Lead Managers”) that these Listing Particulars contain all information which is required by section 80 of the FSMA; these Listing Particulars are true and accurate in all material respects and are not misleading; any opinions, predictions or intentions expressed in these Listing Particulars on the part of the Issuer are honestly held or made and are not misleading and are based on reasonable assumptions; these Listing Particulars do not omit to state any material fact necessary to make such information, opinions, predictions or intentions