Obligation Québec Province 1.9% ( US748149AR21 ) en USD

Québec Province

90.05 % ▲

Canada

US748149AR21 ( en USD )

1.9% par an ( paiement semestriel )

20/04/2031

Prospectus brochure de l'obligation Province of Quebec US748149AR21 en USD 1.9%, échéance 20/04/2031

748149AR2

21/10/2026 ( Dans 178 jours )

La province du Québec, située au Canada, est la seule province majoritairement francophone, possédant une culture et une identité distinctes, et contribuant significativement à l'économie canadienne par ses secteurs agricole, manufacturier et touristique.

L'Obligation émise par Québec Province ( Canada ) , en USD, avec le code ISIN US748149AR21, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/04/2031

Filed pursuant to Rule 424b5
Registration Statement No. 333-220240
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 11, 2017)
U.S.$1,000,000,000
(LEI: 549300WN65YFEQH74Y36)
1.900% Global Notes Series RB due April 21, 2031
We will pay interest on the Notes semi-annually in arrears on April 21 and October 21 of each year, commencing October 21, 2021. The Notes will mature
on April 21, 2031. 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 U.S. 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)
99.801%
U.S.$998,010,000
Underwriting discounts and commissions
0.200%
U.S.$
2,000,000
Proceeds, before expenses, to Québec(1)
99.601%
U.S.$996,010,000
(1)
Plus accrued interest from April 21, 2021, 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 The Depository Trust Company, New York, New York ("DTC") on or about April 21, 2021.
BMO Capital
HSBC
J.P. Morgan
RBC Capital Markets
Scotiabank
Markets
The date of this prospectus supplement is April 14, 2021.

TABLE OF CONTENTS
Prospectus Supplement
Page
NOTICE REGARDING OFFERS IN THE EEA
S-2
ABOUT THIS PROSPECTUS SUPPLEMENT
S-3
FORWARD-LOOKING STATEMENTS
S-3
SUMMARY
S-3
RECENT DEVELOPMENTS
S-6
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-7
TAX MATTERS
S-13
UNDERWRITING
S-17
VALIDITY OF THE NOTES
S-22
OFFICIAL STATEMENTS
S-22
GENERAL INFORMATION
S-22
UNDERWRITERS
S-24
LEGAL ADVISORS
S-25
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.
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 (EU) 2016/97 (as amended or superseded,
the "Insurance Distribution 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 the Prospectus Regulation. 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 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 Regulation, is: (a) a qualified investor as defined
in the Prospectus Regulation; and (b) not a "retail investor" as defined above.
In this prospectus supplement, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
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.
UK MIFIR PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET Solely for the
purposes of the manufacturers' product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the
target market for the Notes is only eligible counterparties, as defined in the Financial Conduct Authority (the "FCA") Handbook Conduct of Business
Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the UK 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, RBC Capital Makets, LLC (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
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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 RBC Capital Markets LLC (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).
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.
In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars.
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.
Issuer
Québec.
Securities Offered
U.S.$1,000,000,000 aggregate principal amount of 1.900% Global Notes Series RB due April 21, 2031.
Maturity Date
April 21, 2031
Interest Payment Dates
We will pay you interest in two equal semi-annual installments on April 21 and October 21 of each year,
commencing October 21, 2021. Interest will accrue from April 21, 2021.
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Interest Rate
1.900% 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 360-day
year consisting of twelve 30-day months.
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 the nominee of The Depository Trust Company. The Notes will be recorded in a Register held by
The Bank of New York Mellon, 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 DTC. CDS Clearing and Depository Services Inc. ("CDS") will hold interests on
behalf of its participants directly through its account at DTC. Clearstream Banking, S.A. ("Clearstream,
Luxembourg") and Euroclear SA/NV ("Euroclear") will hold interests on behalf of their participants
through their respective U.S. depositaries, which in turn will hold such interests in accounts as participants
in DTC. 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 U.S.$5,000 and in
multiples of U.S.$1,000 in excess thereof. See "Description of Notes -- Form, Denomination and
Registration".
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
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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 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.
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
748149AR2
Common Code
111730334
ISIN
US748149AR21
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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, 2020 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
(2020-2021)
Canada
Québec
GDP:
Real GDP (chained 2012 dollars)
December
-5.3
-5.3
International merchandise exports (2012 prices)
January
5.3
-2.1
Retail trade
January
1.3
-6.1
Housing starts
February
24.4
39.0
Value of manufacturers' shipments
January
1.1
-1.8
Employment
March
-1.3
-1.8
Consumer Price Index(2)
February
1.1
1.6
Latest Month
Percentage of Labor Force
Reported
Canada
Québec
Unemployment rate
March
8.4
7.2
(1) Seasonally adjusted average of available months except for Consumer Price Index.
(2) Monthly year over year change, not seasonally adjusted.
Sources: Statistics Canada, Canada Mortgage and Housing Corporation and the Institut de la statistique du Québec.
S-6

Economic Assumptions
The projections in the Québec Budget Plan March 2021 reflect the following assumptions regarding the economy of Québec for 2021.
Economic Assumptions included in the Québec Budget Plan March 2021.
(in percentage)
Percentage Change over 2020
GDP
At current market prices
6.0
In chained 2012 dollars
4.2
Household income
1.6
Business non-residential capital expenditures (2012 prices)
6.3
International exports (2012 prices)
4.3
Household Consumption (2012 prices)
5.0
Labor force
0.9
Employment
3.6
Average Rate
Unemployment rate
6.4
Note: Economic assumptions, such as those included in the table above, are developed by Québec and are a necessary part of its budget and economic
update 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 U.S.$995,804,900 (after deduction of our estimated expenses of U.S.$205,100),
will be added to the Consolidated Revenue Fund of Québec or advanced to the Financing Fund of Québec as permitted by law.
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
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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 U.S.$1,000,000,000 will be issued subject to a fiscal agency agreement to be dated as of
April 21, 2021 (the "Fiscal Agency Agreement"), between Québec and The Bank of New York Mellon, 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 on the Commission's website at http:www.sec.gov 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 Cede & Co., as
nominee of DTC, and held by The Bank of New York Mellon, as custodian for DTC. 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 DTC, 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 Cede & Co., 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 U.S.$5,000 and in multiples of U.S. $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 DTC; and (iii) transmitting to Québec any notices from
owners of beneficial interests in the Notes. 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 which such Notes are held with the Clearing Systems.
Interest
The Notes will bear interest from April 21, 2021 at a rate of 1.900% per annum, payable in two equal semi-annual installments, in arrears on
April 21 and October 21, commencing on October 21, 2021. 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 360-day year consisting of twelve
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30-day months. 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 U.S. 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 Cede & Co. for the benefit of DTC, payment will be made to owners of beneficial interests in the Notes in accordance with
customary procedures established from time to time by DTC and its direct and indirect participants, including CDS, 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 New York 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 and interest and Additional Amounts, if any, on the Notes will be as of 5:00 p.m.,
New York City 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
(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
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