Obligation Québécor 2.25% ( CA748148RY18 ) en CAD

Société émettrice Québécor
Prix sur le marché 100 %  ▲ 
Pays  Canada
Code ISIN  CA748148RY18 ( en CAD )
Coupon 2.25% par an ( paiement semestriel )
Echéance 21/02/2024 - Obligation échue



Prospectus brochure de l'obligation Quebec CA748148RY18 en CAD 2.25%, échue


Montant Minimal 5 000 CAD
Montant de l'émission 800 000 000 CAD
Cusip 748148RY1
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Le Québec est une province du Canada située dans le nord-est de l'Amérique du Nord, caractérisée par sa culture francophone, son histoire riche et sa beauté naturelle variée.

L'Obligation émise par Québécor ( Canada ) , en CAD, avec le code ISIN CA748148RY18, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/02/2024







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424B5 1 d658545d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424b5
Registration Statement No. 333-220240
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 11, 2017)
CAN$800,000,000

2.250% Global Notes Series QV due February 22, 2024


We will pay interest on the Notes semi-annually in arrears on February 22 and August 22 of each year, commencing August 22, 2019. The Notes will
mature on February 22, 2024. We may not redeem the Notes prior to maturity unless certain events occur involving Canadian taxation. See "Description of Notes--
Maturity, Redemption and Purchases".
We will make all payments of principal of and interest on the Notes in Canadian dollars. We will make all such payments without deduction for, or on
account of, taxes imposed or levied by or within Canada, subject to the exceptions described in this prospectus supplement.
Application will be made for the Notes offered by this Prospectus Supplement to be admitted to the Official List of the Luxembourg Stock Exchange and
for such Notes to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro MTF Market of the Luxembourg Stock Exchange is
not a regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended, "MiFID II"). Unless the context otherwise
requires, references in this Prospectus Supplement to the Notes being "listed" shall mean that the Notes have been admitted to trading on the Euro MTF Market and
have been admitted to the Official List of the Luxembourg Stock Exchange. We have undertaken to the underwriters to use all reasonable efforts to have the Notes
listed on the Euro MTF Market of the Luxembourg Stock Exchange on or as soon as possible after the closing of the issue. We cannot guarantee that these applications
will be approved, and settlement of the Notes is not conditioned on obtaining the listing.




Per Note
Total


Price to public(1)

99.986% CAN$799,888,000
Underwriting discounts and commissions

0.15% CAN$ 1,200,000
Proceeds, before expenses, to Québec

99.836% CAN$798,688,000
(1)
Plus accrued interest from February 22, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "Commission") nor any other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the Notes, in book-entry form, will be made through CDS Clearing and Depository Services Inc. ("CDS"), and its participants including
Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about February 22, 2019.



BMO Capital Markets

CIBC Capital
HSBC

RBC Capital Markets


The date of this prospectus supplement is February 14, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
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NOTICE REGARDING OFFERS IN THE EEA
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ABOUT THIS PROSPECTUS SUPPLEMENT
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FORWARD-LOOKING STATEMENTS
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SUMMARY
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RECENT DEVELOPMENTS
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USE OF PROCEEDS
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DESCRIPTION OF NOTES
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TAX MATTERS
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UNDERWRITING
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VALIDITY OF THE NOTES
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OFFICIAL STATEMENTS
S-23
GENERAL INFORMATION
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UNDERWRITERS
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LEGAL ADVISORS
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Prospectus


Page
WHERE YOU CAN FIND MORE INFORMATION

2
FORWARD-LOOKING STATEMENTS

3
QUÉBEC

3
USE OF PROCEEDS

3
DESCRIPTION OF THE SECURITIES

4
JURISDICTION AND ENFORCEABILITY
12
PLAN OF DISTRIBUTION
12
DEBT RECORD
13
AUTHORIZED AGENT
13
VALIDITY OF THE SECURITIES
13
OFFICIAL STATEMENTS
13


You should read this prospectus supplement along with the accompanying prospectus. Both documents contain information you should
consider when making your investment decision. We are responsible only for the information provided or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with any different information. We
are not offering to sell or soliciting offers to buy any securities other than the Notes offered under this prospectus supplement, nor are we offering
to sell or soliciting offers to buy the Notes in places where such offers are not permitted by applicable law. You should not assume that the
information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this prospectus
supplement.


Please note that in this prospectus supplement, references to "we", "our" and "us" refer to Québec and all references to the "European Economic
Area", or "EEA", are to the Member States of the European Union together with Iceland, Norway and Liechtenstein.
Table of Contents
Unless otherwise specified or the context otherwise requires references in this Prospectus Supplement to "CAN$" and "Canadian dollars" are to
lawful money of Canada and "U.S.$" and "U.S. dollars" are to lawful money of the United States of America. The exchange rate between the U.S.$ and
the Canadian dollars published by the Bank of Canada on February 13, 2019 was approximately CAN$1.00 = U.S.$1.3240.
NOTICE REGARDING OFFERS IN THE EEA
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Prospectus Directive. Consequently no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
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the PRIIPs Regulation. Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any Notes
under, the offer contemplated in this prospectus supplement, or to whom the Notes are otherwise made available, will be deemed to have
represented, warranted and agreed to and with each underwriter and Québec that it and any person on whose behalf it acquires Notes as a
financial intermediary, as that term is defined in the Prospectus Directive, is: (a) a qualified investor as defined in the Prospectus Directive; and
(b) not a "retail investor" as defined above.
In this prospectus supplement, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded) and
includes any relevant implementing measures in a relevant Member State of the EEA.
Neither Québec nor any underwriters have authorized, nor do they authorize, the making of any offer of the Notes through any
financial intermediary, other than offers made by the relevant underwriters which constitute the final placement of the Notes contemplated in this
prospectus supplement.
This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "Relevant Persons"). The Notes are only available to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this document or any of its contents.
In connection with the issue of the Notes, CIBC World Markets Inc. (or person or persons acting on its behalf) may over-allot Notes or
effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of
the Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60
days after the date of the allotment of the Notes. Any stabilization action or over-allotment will be conducted by CIBC World Market Inc. (or a
person or persons acting on its behalf) in accordance with all applicable laws and rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE (the "SFA")
In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the "CMP Regulations 2018"), the Issuer has determined the classification of the Notes as prescribed capital markets products (as defined in the
CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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ABOUT THIS PROSPECTUS SUPPLEMENT
Québec is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in connection with
their consideration of a purchase of Notes. Québec confirms that:


·
the information contained in this prospectus supplement is true and correct in all material respects and is not misleading;


·
it has not omitted other facts the omission of which makes this prospectus supplement as a whole misleading; and


·
it accepts responsibility for the information it has provided in this prospectus supplement and the prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements. Statements that are not historical facts, including statements about Québec's
beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should
not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and Québec undertakes no obligation to update
publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. Québec cautions
you that actual results may differ materially from those contained in any forward-looking statements.
SUMMARY
The information below is qualified in its entirety by the detailed information provided elsewhere in this document.
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Issuer
Québec.
Securities Offered
CAN$800,000,000 aggregate principal amount of 2.250% Global Notes Series QV due February 22, 2024.
Maturity Date
February 22, 2024
Interest Payment Dates
We will pay you interest in two equal semi-annual installments on February 22 and August 22 of each year,
commencing August 22, 2019. Interest will accrue from February 22, 2019.
Interest Rate
2.250% per year. Whenever it is necessary to compute any amount of interest in respect of the Notes other
than with respect to regular semi-annual payments, we will calculate such interest on the basis of a 365-day
year consisting of actual number of days in the period.
Redemption
We may not redeem the Notes prior to maturity, unless certain events occur involving Canadian taxation. See
"Description of Notes -- Maturity, Redemption and Purchases".
Listing and Admission to Trading
We have undertaken to the underwriters to use all reasonable efforts to have the Notes admitted to the Official
List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock
Exchange as soon as possible after the closing of the issue. We cannot guarantee that these applications will
be approved and settlement of the Notes is not conditioned on obtaining the listing. The Euro MTF Market is
not a regulated market for purposes of MiFID II.
Form and Settlement
We will issue the Notes in the form of one or more fully registered permanent global notes registered in the
name of CDS & Co., as nominee of CDS Clearing and Depository Agency Inc. ("CDS"). The Notes will be

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recorded in a Register held by BNY Trust Company of Canada, as Registrar. Beneficial interests in the Notes
will be represented through book-entry accounts of financial institutions acting on behalf of owners of those
beneficial interests as direct and indirect participants in CDS. Clearstream, Luxembourg and Euroclear will
hold interests on behalf of their participants through their respective Canadian depositaries, which in turn will
hold such interests in accounts as participants in CDS. Except in the limited circumstances described in this
prospectus supplement, owners of beneficial interests in the Notes will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical certificates representing the Notes
and will not be considered holders of Notes under the Fiscal Agency Agreement. Notes will only be sold in
denominations of CAN$5,000 and in multiples of CAN$1,000 in excess thereof. See "Description of Notes --
Form, Denomination and Registration".
Proceeds
After deducting the underwriters discount and our estimated expenses of CAN$258,127, our net proceeds will
be CAN$798,429,873. The net proceeds of the Notes will be used for projects that offer environmental
benefits as further described under "Use of proceeds".
Withholding Tax
Principal of and interest on the Notes are payable by us without withholding or deduction for Canadian
withholding taxes, to the extent permitted under applicable law, as set forth in this prospectus supplement.
Status of the Notes
The Notes constitute our direct and unconditional obligations for the payment and performance of which our
full faith and credit will be pledged. The Notes will rank equally among themselves and with all notes,
debentures or other similar debt securities issued by us and outstanding at the date hereof or in the future.
Events of Default
An event of default will occur if we do not pay the principal of, or interest or additional amounts on, the Notes
as and when the same become due and payable and such default continues for 45 days. An event of default
will also occur if we do not pay any principal of, or premium, interest or additional amounts on, any of our
indebtedness (direct or under a guarantee) for borrowed money exceeding U.S.$50,000,000 (or its equivalent
in other currencies) in aggregate principal amount, other than the Notes, as and when the same becomes due
and payable and such default continues for a period of 45 days. An event of default will occur if we do not
duly perform or observe any covenant or agreement contained in the Notes (other than the payment of
principal, premium, interest or additional amounts) or in the Fiscal Agency Agreement and such default
continues for a period of 60 days.
Negative Pledge
The terms of the Notes will not contain a negative pledge.
Prescription
Under current Québec law, an action to enforce a right to payment under the Notes may be prescribed if it is
not exercised within three years of the date the payment is due.
Immunity
We have waived any immunity for service of process on the Delegate General of Québec in New York and
any immunity from jurisdiction of any court to which we might otherwise be entitled based upon the Notes. In
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enforcing a foreign judgment in foreign currency, a Québec court will convert it into Canadian currency at the
rate of exchange prevailing on the date the foreign judgment became enforceable at the place where it was
rendered.

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We enjoy no immunity under Québec law from suit or judgment, irrespective of whether a party to the action
is the holder of the Notes, is or is not a resident within Québec or is or is not a citizen of Canada. Although
any judgment obtained in an action brought in the courts of Québec against us may not be enforced by
execution, applicable statutes provide that whenever we are condemned by a judgment that has become
definitive to pay a sum of money, the Ministre des Finances, after having received a certified copy of the
judgment, shall pay the amount due out of the money at his or her disposal for that purpose or, failing that, out
of the Consolidated Revenue Fund of Québec.
Governing Law
Laws of Québec and the laws of Canada applicable in Québec.
CUSIP
74814RY1
Common Code
195410178
ISIN
CA74814RY18

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RECENT DEVELOPMENTS
The information set forth below does not purport to be complete and supplements, and is qualified in its entirety by, the more detailed
information contained in Québec's Annual Report on Form 18-K for the fiscal year ended March 31, 2018, as amended, and the other documents
incorporated by reference in the basic prospectus. See "Where You Can Find More Information" in the accompanying prospectus.
Recent Economic Developments
The following table shows the changes in the main economic indicators for Canada and Québec through the latest period reported over the
comparable period in the preceding year:

Percentage Changes Through
Latest Period Reported Over
Comparable Period in


Latest Period

Preceding Year(1)

Reported (2018)
Canada

Québec
GDP:



Real GDP (chained 2012 dollars)

October

2.3(2)

2.3
International merchandise exports (2012 prices)

November

3.0

4.8
Retail trade

November

2.8

3.5
Housing starts

January(3)

-4.3

12.1
Value of manufacturers' shipments

November

5.8

6.9
Employment

January(3)

1.8

0.9
Consumer Price Index(4)

December

2.0

1.1


Latest Month
Percentage of Labor Force


Reported

Canada

Québec
Unemployment rate

January(3)

5.8

5.4
(1)
Seasonally adjusted average of available months except for Consumer Price Index.
(2)
November 2018.
(3)
January 2019.
(4)
Monthly year over year change, not seasonally adjusted.
Sources: Statistics Canada, Canada Mortgage and Housing Corporation and the Institut de la statistique du Québec.

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Economic Assumptions
The projections in the Update on Québec's Economic and Financial Situation ­ Fall 2018 reflect the following assumptions regarding the economy of
Québec for 2019.

Economic Assumptions included in the Update on Québec's Economic and Financial Situation ­ Fall 2018

(in percentage)



Percentage Change over 2018


GDP

At current market prices

3.5
In chained 2012 dollars

1.8
Household income

3.5
Business non-residential capital expenditures (2012 prices)

4.7
International exports (2012 prices)

2.7
Household Consumption (2012 prices)

2.0
Labor force

0.9
Employment

0.9

Average Rate
Unemployment rate

5.4



Note: Economic assumptions, such as those included in the table above, are developed by Québec and are a necessary part of the budget process. Actual
results may differ materially from these assumptions.
Source: Ministère des Finances du Québec.
USE OF PROCEEDS
The net proceeds of the issue, being approximately CAN$798,429,873 (after deduction of our estimated expenses of CAN$258,127), will be
added to the Consolidated Revenue Fund of Québec or advanced to Financement-Québec as permitted by law for the purpose of the Eligible Projects (as
defined below).
The net proceeds of the Notes will not be held in a segregated account. An amount equal to the net proceeds of the Notes will be recorded in a
designated account in Québec's financial records, or as the case may be in Financement-Québec's financial records, in order to track the use and allocation
of funds relating to Eligible Projects. As long as the account balance is positive, amounts equivalent to the funds disbursed are deducted from the balance
of the designated account as the funds are allocated to Eligible Projects approved under Québec's internal selection process.
The term "Eligible Projects" refers to a group of selected projects that offer environmental benefits for protecting the environment, reducing
greenhouse gas emissions or adapting to climate change in Québec. Electricity generation projects involving fossil fuels and nuclear energy are excluded.
Without limitations, Eligible Projects may fall into the following categories:
- Public transit
- Energy efficiency
- Renewable energy
- Sustainable waste management
- Sustainable land development
- Water management and/or water treatment
- Forest, agricultural land, and land management
- Climate adaptation and resilience
Proceeds of the Notes are expected to be used to fund some or all of such types of Eligible Projects.

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The Notes will be direct and unconditional obligations of Québec as described under "Summary - Status of the Notes" and holders of the Notes
will not assume any specific project risk related to any of the Eligible Projects.
DESCRIPTION OF NOTES
This prospectus supplement describes the terms of the Notes in greater detail than the accompanying prospectus and may provide information
that differs from the prospectus. If the information in this prospectus supplement differs from the prospectus, you should rely on the information in this
prospectus supplement.
Québec will issue the Notes under the Fiscal Agency Agreement (as defined below). The information contained in this section and in the
accompanying prospectus summarizes some of the terms of the Notes. Because this is a summary, it does not contain all of the information that may be
important to you as a potential investor in the Notes. Therefore, you should read the Fiscal Agency Agreement and the form of Notes in making your
investment decision. Québec will file copies of these documents with the Commission and will also file copies of these documents at the offices of the fiscal
agent and the paying agents.
The Notes constitute a separate series of debt securities of Québec being offered by Québec from time to time. The portion of the Notes being
offered by this prospectus supplement and the accompanying prospectus dated September 11, 2017 to be sold in the United States was registered under
Registration Statement No. 333-220240, which Québec has filed with the Commission under the United States Securities Act of 1933, as amended (the
"Securities Act").
The Notes in the aggregate principal amount of CAN$800,000,000 will be issued subject to a fiscal agency agreement to be dated as of
February 22, 2019 (the "Fiscal Agency Agreement"), between Québec and BNY Trust Company of Canada, as fiscal agent, transfer agent, registrar and
principal paying agent (in all such capacities, the "Registrar"). Such terms and conditions will be available to owners of beneficial interests in the Notes
from Québec or the Registrar upon request. Holders of Notes will be bound by, and deemed to have notice of, the provisions contained in the Fiscal
Agency Agreement. Copies of the Fiscal Agency Agreement will be available for inspection at the Commission and also may be inspected at and obtained,
free of charge, from the offices of the Registrar during their normal business hours on any weekday. References to principal and interest in respect of the
Notes shall be deemed also to refer to any Additional Amounts which may be payable as described below. See "Payment of Additional Amounts".
Form, Denomination, Title and Registration
The Notes will be issued in the form of one or more fully registered permanent Global Notes registered in the name of CDS & Co., as nominee
of CDS, and held by BNY Trust Company of Canada, as custodian for CDS. Beneficial interests in the Notes will be represented through book-entry
accounts of financial institutions acting on behalf of owners of such beneficial interests as direct and indirect participants in CDS, Euroclear or Clearstream,
Luxembourg (collectively, the "Clearing Systems"). The Clearing Systems will be responsible for establishing and maintaining book-entry accounts for
their participants having interests in the Notes. Neither Québec nor the Registrar will have any responsibility or liability for any aspect of the records of the
Clearing Systems relating to or payments made by such Clearing Systems on account of beneficial interests in the Global Notes or for maintaining,
supervising or reviewing any records of such Clearing Systems relevant to such beneficial interests. Owners of beneficial interests in the Notes will not,
except in limited circumstances described herein, be entitled to receive certificates representing Notes ("Certificated Notes") or to have Notes registered in
their names, and will not be considered holders thereof under the Fiscal Agency Agreement. See "Certificated Notes". Subject to applicable law and the
terms of the Fiscal Agency Agreement, Québec and the Registrar shall deem and treat the persons in whose name the Global Notes are registered, initially
CDS, as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary. All payments to, or on the order of, the
registered holders shall be valid and effectual to discharge the liability of Québec and the Registrar on the Notes to the extent of the sum or sums so paid.
The Notes will only be sold in denominations of CAN$5,000 and in multiples of CAN$1,000 in excess thereof.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of Notes; (ii) ensuring that payments of principal and
interest in respect of the Notes received by the Registrar from Québec are duly credited to CDS; and (iii) transmitting to Québec any notices from owners
of beneficial interests in the Notes.

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The Registrar will not impose any fees in respect of the Notes, other than reasonable fees for the replacement of lost, stolen, mutilated or destroyed Notes.
However, owners of beneficial interests in the Notes may incur fees payable in respect of the maintenance and operation of the book-entry accounts in
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which such Notes are held with the Clearing Systems.
Interest
The Notes will bear interest from February 22, 2019 at a rate of 2.250% per annum, payable in two equal semi-annual installments, in arrears
on February 22 and August 22, commencing on August 22, 2019. Interest on the Notes will cease to accrue on the maturity date (or the date fixed for
redemption or repayment) unless, upon due presentation of the Notes, payment of principal is improperly withheld or refused.
Whenever it is necessary to compute any amount of interest in respect of the Notes, other than with respect to regular semi-annual payments,
such interest shall be calculated on the basis of a 365-day year consisting of actual number of days in the period. The rate of interest specified in the Notes
is a nominal rate and all interest payments and computations are to be made without allowances or deductions for deemed reinvestment.
Payments
Principal of, and interest and Additional Amounts (as defined below under "Payment of Additional Amounts"), if any, on, the Notes are payable
by Québec in Canadian dollars to the person registered at the close of business on the relevant record date in the register held by the Registrar. With respect
to Notes held by CDS, for the benefit of CDS, payment will be made to owners of beneficial interests in the Notes in accordance with customary
procedures established from time to time by CDS and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg. The Registrar
will act as Québec's principal paying agent for the Notes pursuant to the Fiscal Agency Agreement.
If any date for payment in respect of any Note is not a Business Day in the applicable place of payment, the holder thereof shall not be entitled
to payment until the next following Business Day, and no further interest shall be paid in respect of the delay in such payment. In this paragraph, "Business
Day" means a day on which banking institutions in the City of Montréal and in any other applicable place of payment are not authorized or obligated by law
or executive order to be closed.
If Certificated Notes are issued and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange
so require, Québec will appoint and maintain a paying and transfer agent in Luxembourg.
Record Date
The record date for purposes of payments of principal, of interest and Additional Amounts, if any, on the Notes will be as of 5:00 p.m., Montréal
time, on the fourteenth calendar day preceding the maturity date or any interest payment date, as applicable. Ownership positions within each Clearing
System will be determined in accordance with the normal conventions observed by such system.
Payment of Additional Amounts
All payments of principal and interest by Québec will be made without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province, territory or
political division thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties,
assessments or charges is required by law or by the interpretation or administration thereof. In that event, Québec will, subject to its redemption rights
pursuant to the Fiscal Agency Agreement and the Notes, pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net
amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been
receivable in respect of the Notes in the absence of such withholding or deduction; except that no such Additional Amount shall be payable with respect to
any Note:

(i)
to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by

reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a
non-resident of Canada, of such Note; or

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(ii)
presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof

would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day.
As used herein, "Relevant Date" means:


(A)
the date on which such payment first becomes due; or

(B)
if the full amount of the moneys payable has not been received by the Registrar on or prior to such date, the date on which, the full
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amount of such moneys having been so received, notice to that effect is duly given to the holders of the Notes in accordance with
the notice procedures described under "Notices" below.
Maturity, Redemption and Purchases
Unless previously redeemed for tax reasons as provided below, or purchased, the principal amount of the Notes shall be due and payable on
February 22, 2024.
If, as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority
therein or thereof (other than Québec) or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting
taxation to which Canada is a party, which change or amendment shall have become effective after the date of this prospectus supplement, it is determined
by Québec that it would be required at, or at any time prior to, maturity of the Notes to pay Additional Amounts as described under "Payment of Additional
Amounts", the Notes may be redeemed in whole but not in part at the option of Québec on not less than 30 days' nor more than 60 days' published notice
in accordance with "Notices" below, at the principal amount thereof together with accrued interest.
Québec may, if not in default under the Notes, purchase Notes at any time, in any manner and at any price. If purchases are made by tender,
tenders must be available to all holders of Notes alike.
Certificated Notes
Notes represented by a Global Note are exchangeable for fully registered Certificated Notes of like tenor and of an equal aggregate principal
amount as the Global Note in denominations of CAN$5,000 and in multiples of CAN$1,000 in excess thereof (i) if the relevant depositary notifies Québec
that it is unwilling or unable to continue as depositary in connection with the Global Note or ceases to be a clearing agency registered under the Securities
Act (Québec) or other applicable Canadian securities legislations at a time when it is required to be so registered and a successor depositary is not
appointed by Québec within 90 days after receiving such notice or becoming aware that the depositary is no longer so registered; (ii) if Québec, in its sole
discretion at any time, determines not to have any of the Notes represented by the Global Notes; or (iii) upon request by the depositary to the registrar,
acting on direct or indirect instructions of the registered holder of the Global Note or any owner of beneficial interests in the Global Note, but only after an
event of default entitling the registered holders to give Québec written notice that such holders elect to declare the principal amount of the Notes held by
them and represented by the Global Note to be due and payable has occurred and is continuing, or, if the depositary is unwilling or does not promptly make
such request to Québec, then any beneficial owner of an interest in the Global Note will be entitled to make such request to the registrar with respect to
such interest. Québec acknowledges that if Certificated Notes are not promptly issued to an owner of beneficial interests in the Global Note as
contemplated above, then such owner of a beneficial interest will be entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Note or
applicable law with respect to the portion of the Global Note that represents that owner's beneficial interest in the Global Note as if Certificated Notes had
been issued.
If Certificated Notes are issued and for so long as the Notes are listed on the Euro MTF Market of the Luxembourg Stock Exchange and if the
rules of such stock exchange on which the Notes are listed so require, Québec will appoint and maintain a paying agent and transfer agent in Luxembourg
(the "Luxembourg Paying Agent") to act on its behalf. Payments of interest on Certificated Notes will be made by the Registrar in accordance with the
Fiscal Agency Agreement. Certificated Notes may be surrendered at the office of the Luxembourg Paying Agent for payment of principal at maturity or on
the date fixed for redemption.

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Modification
The Fiscal Agency Agreement and the Notes may be amended by Québec and the Registrar without notice to or the consent of the holder of any
Note, for the purpose of (a) curing any ambiguity; (b) curing, correcting or supplementing any defective provisions contained therein; (c) effecting the issue
of further notes as described below under "Further Issues"; or (d) in any other manner which Québec and the Registrar, acting on the advice of independent
counsel, may deem necessary or desirable and which will not be inconsistent with the Notes and which, in the reasonable opinion of Québec and the
Registrar, will not adversely affect the interest of the holders of the Notes. No amendment may be made to the Fiscal Agency Agreement or the Notes
which would in any way alter, amend or change the duties, responsibilities, obligations of or the protections afforded to the Luxembourg Paying Agent
from those set out in the Fiscal Agency Agreement without the prior written consent of the Luxembourg Paying Agent.
The Fiscal Agency Agreement will contain provisions for convening meetings of registered holders of Notes to modify or amend by
Extraordinary Resolution (as defined below) the Fiscal Agency Agreement (except as provided in the accompanying prospectus) and the Notes (including
the terms and conditions thereof) or waive future compliance therewith or past default thereon by Québec. An Extraordinary Resolution duly passed at any
such meeting shall be binding on all holders of Notes, whether present or not; provided, however, that no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Notes or any other action taken may, without the consent of the holder of each such Note affected
thereby: (a) change the stated maturity or interest payment date of any such Note; (b) reduce the principal amount of or rate of interest on any such Note;
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(c) change the currency of payment of any such Note; (d) impair the right to institute suit for the enforcement of any payment on or with respect to such
Note; (e) reduce the percentage of the holders of Notes necessary to modify or amend the Fiscal Agency Agreement or the terms and conditions of the
Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (f) reduce the
percentage of outstanding Notes necessary to waive any future compliance or past default.
The term "Extraordinary Resolution" will be defined in the Fiscal Agency Agreement as a resolution passed at a meeting of holders of Notes by
the affirmative vote of the holders of not less than 66 2/3% of the principal amount of Notes represented at the meeting in person or by proxy or as an
instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes. The quorum at any such meeting for
passing an Extraordinary Resolution will be two or more persons holding or representing at least a majority in principal amount of the Notes at the time
outstanding, or at any adjourned meeting called by Québec or the Registrar, two or more persons being or representing holders of Notes whatever the
principal amount of the Notes so held or represented.
Events of Default
In the event that (a) Québec shall default in the payment of any principal of, or interest or Additional Amounts, if any, on the Notes, as the same
shall become due and payable, and such default shall continue for a period of 45 days or (b) default shall be made in the due performance or observance by
Québec of any covenant or agreement contained in the Notes, other than the payment of principal, interest or Additional Amounts, or in the Fiscal Agency
Agreement, and such default shall continue for a period of 60 days or (c) Québec shall default in the payment of any principal of, or premium or interest or
Additional Amounts, if any, on any indebtedness (direct or under a guarantee) for borrowed money, other than the Notes, as the same shall become due and
payable, and such default shall continue for a period of 45 days, provided that the foregoing shall not be taken into account so long as the aggregate
principal amount of all such indebtedness (direct or under a guarantee) for borrowed money with respect to which the foregoing has occurred does not
exceed U.S.$50,000,000 (or its equivalent in other currencies), then at any time thereafter and during continuance of such default, the registered holder of
any Note (or its proxy) may deliver or cause to be delivered to Québec at Ministère des Finances, c/o Direction générale des opérations bancaires et
financières, 8, rue Cook, Québec, Québec, Canada G1R 0A4, a written notice that such registered holder elects to declare the principal amount of the Notes
held by him (the serial number or numbers of the Global Notes which represent such Notes and the principal amount of the Notes owned by him and the
subject of such declaration being set forth in such notice) to be due and payable and, in the cases falling within either (a) or (c) above, on the fifteenth day
after delivery of such notice, or, in the case falling within (b) above, on the thirtieth day after delivery of such notice, the principal of the Notes referred to
in such notice plus accrued interest thereon shall become due and payable, unless prior to that time all such defaults theretofore existing shall have been
cured.

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Notices
All notices to the holders will be valid (i) in the case of Certificated Notes, if sent by first class mail (or equivalent) or, if posted to an overseas
address, by airmail, or if delivered, to each holder (or the first named of joint holders) at each such holder's address as it appears in the Register held by the
Registrar; (ii) in the case of Notes represented by a Global Note, if delivered to CDS for communication by it to the persons shown in its records as having
interests therein and (iii) in either case, if and so long as the Notes are admitted to trading on, and listed on any stock exchange or are admitted to trading
by another relevant authority, if in accordance with the rules and regulations of the relevant stock exchange or other relevant authority. As long as the Notes
are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the Luxembourg Stock Exchange website at
www.bourse.lu. Any such notice shall be deemed to have been given on the date of such delivery (or, if delivered more than once or on different dates, on
the first date on which delivery is made) or, in the case of mailing, on the fourth weekday following such mailing and, in the case of publication, on the date
of such publication or, if published more than once or on different dates, on the first date on which publication is made.
Further Issues
Québec may from time to time, without notice to or consent of the holders of the Notes, create and issue further notes having the same terms and
conditions as the Notes (or in all respects except for the payment of interest accruing prior to the issue date of such further notes or except for the first
payment of interest thereon) and such further notes will be consolidated and form a single series with the outstanding Notes, provided, however, that if
such further notes are not fungible with the Notes for U.S. federal income tax purposes, the further notes will be issued under a separate CUSIP number.
Any further notes forming a single series with the outstanding Notes will be issued with the benefit of, and subject to an agreement supplemental to, the
Fiscal Agency Agreement.
Prescription
Under current Québec law, an action to enforce a right to payment under the Notes may be prescribed if it is not exercised within three years of
the date the payment is due.
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