Obligation Québec Province 0.0275% ( US748149AN17 ) en USD

Québec Province

100 % ▲

Canada

US748149AN17 ( en USD )

0.0275% par an ( paiement semestriel )

12/04/2027

Prospectus brochure de l'obligation Province Of Quebec US748149AN17 en USD 0.0275%, échéance 12/04/2027

5 000 USD

1 250 000 000 USD

748149AN1

12/10/2026 ( Dans 169 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 US748149AN17, paye un coupon de 0.0275% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/04/2027

424B5
424B5 1 d297568d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424b5
Registration Statement No. 333-200812
PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 29, 2015)
U.S.$1,250,000,000

2.750% Global Notes Series QS due April 12, 2027

We will pay interest on the Notes semi-annually in arrears on April 12 and October 12 of each year, commencing October 12, 2017. The Notes will
mature on April 12, 2027. 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 2004/39/EC). 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)

98.972% U.S.$1,237,150,000
Underwriting discounts and commissions

0.250%

U.S.$3,125,000
Proceeds, before expenses, to Québec(1)

98.722% U.S.$1,234,025,000

(1)
Plus accrued interest from April 12, 2017, if settlement occurs after that date.
Neither the Securities and Exchange 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 ("DTC") on or about April 12, 2017.

BofA Merrill Lynch
J.P. Morgan

RBC Capital Markets

TD Securities

The date of this prospectus supplement is April 5, 2017.
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
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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.

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NOTICE REGARDING OFFERS IN THE EEA
If and to the extent that this prospectus supplement is communicated in, or the offer of the Notes to which it relates is made in,
any Member State that has implemented the Prospectus Directive (as defined below) (a "Relevant Member State"), this prospectus
supplement and the offer are only addressed to and directed at persons in that Relevant Member State who are qualified investors within
the meaning of the Prospectus Directive (or who are persons to whom the offer may lawfully be addressed) and must not be acted upon by
other persons in that Relevant Member State.
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This prospectus supplement has been prepared on the basis that any offer of Notes in any Relevant Member State will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer in that Relevant Member
State of the Notes that are the subject of the offering contemplated in this prospectus supplement must only do so in circumstances in
which no obligation arises for Québec or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive
or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Québec nor
the underwriters have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which an obligation
arises for Québec or the underwriters to publish a prospectus supplement or prospectus for such offer. This prospectus supplement does
not constitute or form part of any offer or invitation to sell the Notes and is not soliciting any offer to buy the Notes in any jurisdiction
where such offer or sale is not permitted.
In this prospectus supplement, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU) and includes any relevant implementing measures in the Relevant Member State.
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, TD Securities (USA) 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 and, if begun, may be ended 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 TD Securities (USA) LLC (or a person or persons acting on its behalf) in accordance with all applicable laws and
rules.
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

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?
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.
On April 5, 2017 the closing exchange rate for U.S. dollars as reported by the Bank of Canada, expressed in Canadian dollars, was $1.3409.
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
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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.$1,250,000,000 aggregate principal amount of 2.750% Global Notes Series QS due April 12,
2027.
Maturity Date
April 12, 2027
Interest Payment Dates
We will pay you interest in two equal semi-annual installments on April 12 and October 12 of each
year, commencing October 12, 2017. Interest will accrue from April 12, 2017.
Interest Rate
2.750% 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 the Markets in Financial
Instruments Directive.
Form and Settlement
We will issue the Notes in the form of one or more fully registered global notes registered in the
name of the nominee of The Depository Trust Company. The Notes will be recorded in a Register
held by Deutsche Bank Trust Company Americas, 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 and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank
S.A./N.V. ("Euroclear"), will hold interests on behalf of

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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
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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 or Coupons 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 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

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Consolidated Revenue Fund of Québec.
Governing Law
Laws of Québec and the laws of Canada applicable in Québec.
CUSIP
748149 AN1
Common Code
159802442
ISIN Code
US748149AN17

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RECENT DEVELOPMENTS
The new U.S. Administration has announced its intention to renegotiate the North American Free Trade Agreement ("NAFTA") with Canada and
Mexico. At this stage, it is uncertain what form this re-opening will take or its extent. Consequently, it is unclear how this would impact Québec's
trade and economy.
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The "stand-still" period during which the United States undertook not to initiate trade actions against Canadian softwood lumber expired on
October 13, 2016. On November 25, 2016, the U.S. Lumber Coalition filed a petition with the U.S. Department of Commerce ("DOC") and the
U.S. International Trade Commission, seeking the imposition of duties on certain softwood lumber products imported from Canada. The DOC
initiated its investigation on December 16, 2016. Preliminary determinations are expected in late April 2017, and final determinations in late 2017.
In parallel with its defense in the DOC investigation, Quebec supports the efforts of the Canadian federal government to finding a negotiated
solution to the Softwood Lumber Dispute, through the conclusion of a new U.S.-Canada Softwood Lumber Trade Agreement.
USE OF PROCEEDS
The net proceeds of the issue, being approximately U.S.$1,233,803,125 (after deduction of our estimated expenses of U.S.$221,875), will
be added to the Consolidated Revenue Fund of Québec and will be applied to the general expenses 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 January 29, 2015 to be sold in the United States was
registered under Registration Statement No. 333-200812, 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.$1,250,000,000 will be issued subject to a fiscal agency agreement to be dated as of
April 12, 2017 (the "Fiscal Agency Agreement"), between Québec and Deutsche Bank Trust Company Americas, 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 Global Notes registered in the name of Cede & Co., as nominee of
DTC, and held by Deutsche Bank Trust Company Americas, 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

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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
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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 12, 2017 at a rate of 2.750% per annum, payable in two equal semi-annual installments, in arrears
on April 12 and October 12, commencing on October 12, 2017. 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 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

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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:
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(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

(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 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 April 12, 2027.
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 U.S.$5,000 and in multiples of U.S.$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 Exchange Act 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

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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
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of principal at maturity or on the date fixed for redemption.
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; (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

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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 et des relations avec les agences de notation, 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.
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
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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 DTC 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, provided that such further notes are fungible with the outstanding Notes for United States
federal income tax, such further notes will be consolidated and form a single series with the outstanding Notes. 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.
Negative Pledge
The terms of the Notes will not contain a negative pledge provision.
Clearing and Settlement
Links have been established among DTC, CDS, Clearstream, Luxembourg and Euroclear to facilitate the initial issuance of the Notes and
cross-market transfers of the Notes associated with secondary market trading. DTC

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will be linked directly to CDS and indirectly to Clearstream, Luxembourg and Euroclear through the DTC accounts of their respective U.S.
depositaries. At the time of the initial settlement, the Notes will be represented by one or more fully registered Global Notes without interest
coupons which will not be exchangeable for fully registered physical certificates representing individual Notes. The Global Notes will be held by
Deutsche Bank Trust Company Americas, as custodian for DTC, will be issued in registered form in the name of DTC's nominee, Cede & Co.,
and beneficial interests in the Global 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 the Clearing Systems.
Information regarding DTC is set forth under "Description of the Securities -- Book-Entry System" and under "Description of the
Securities -- Debt Securities -- Clearing and Settlement", information regarding CDS is set forth under "Description of the Securities -- Debt
Securities -- Clearing and Settlement" and information regarding Clearstream, Luxembourg and Euroclear is set forth under "Description of the
Securities -- Debt Securities -- Clearing and Settlement" in the accompanying prospectus.
No Obligation to Maintain Listing
If Québec determines that it is unduly onerous to maintain the listing of the Notes on the Luxembourg Stock Exchange, then Québec may
delist the Notes from the Luxembourg Stock Exchange. If the listing of the Notes is so terminated, prior to such termination Québec will use its
best efforts to seek an alternative admission to listing, trading and/or quotation of such Notes by another listing authority, securities exchange
and/or quotation, reasonably acceptable to the underwriters, provided that Québec is not required to seek an alternative admission, listing, trading
and/or quotation of the Notes on any securities exchange where it would be, as determined by Québec, impractical or unduly burdensome to do so.
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Document Outline

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