Obligation Québécor 0% ( XS2065939469 ) en EUR

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XS2065939469 ( en EUR )

15/10/2029 - Obligation échue

Prospectus brochure de l'obligation Quebec XS2065939469 en EUR 0%, échue

100 000 EUR

1 000 000 000 EUR

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 EUR, avec le code ISIN XS2065939469, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/10/2029

OFFERING CIRCULAR
Dated 2 June 2023

U.S.$ 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes with maturities of one month or longer

LEI: 549300WN65YFEQH74Y36

On 16 April 1992, Québec established a Euro Medium Term Note Programme (the "Programme"). This Offering Circular supersedes any previous
offering circular, prospectus and any supplements thereto related to the Programme. Any Notes (as defined below) issued under the Programme on
or after the date of this Offering Circular are issued subject to the provisions described herein. This Offering Circular does not affect any Notes already
issued and currently outstanding.
Under this U.S.$ 40,000,000,000 Programme, Québec may from time to time issue Notes (the "Notes") denominated in any currency agreed by
Québec and the relevant Purchaser(s) (as defined below). The Notes will have maturities of one month or longer or such other maturity as may be
allowed or required from time to time by the relevant central bank (or equivalent body (however called)) or any laws or regulations applicable to the
relevant currency and, subject as set out herein, the maximum aggregate nominal amount of all Notes from time to time outstanding issued under the
Programme will not exceed U.S.$ 40,000,000,000 (or its equivalent in other currencies) calculated as described herein.
The Notes will be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" (each a "Dealer" and
together the "Dealers", which expression shall include any additional entity appointed as a Dealer under the Programme from time to time either for
a specific issue or on an ongoing basis). Notes may also be issued to third parties other than Dealers and such third parties and Dealers are referred
to collectively as "Purchasers".
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of twelve months following
the date of this Offering Circular to be admitted to the of icial list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on
the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes
of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, "MiFID II"). The Programme provides that Notes may be listed
or admitted to trading, as the case may be, on such further or other stock exchanges or markets as Québec and the relevant Purchaser(s) may agree
as specified in the applicable Pricing Supplement (as defined herein), subject to compliance with all applicable laws and the rules of such stock
exchange. Québec may also issue unlisted Notes and/or Notes not admitted to trading on any market. The applicable Pricing Supplement will specify
whether the Notes are to be listed or will be unlisted Notes.
This Offering Circular is a "prospectus" and the pricing supplement constitutes the "final terms" for the purposes of admission to listing on the Official
List and admission to trading of the Notes on the Euro MTF Market in accordance with the rules and regulations of the Luxembourg Stock Exchange
and Part IV of the Luxembourg law dated 16 July 2019 on prospectuses for securities. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE A
PROSPECTUS FOR THE PURPOSES OF ARTICLE 8 OF REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"),
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE "FSMA") OR THE PROSPECTUS REGULATION AS IT FORMS
PART OF UNITED KINGDOM (THE "UK") DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED,
THE "EUWA").
In relation to Notes offered in a Relevant State (as defined below) in circumstances which would otherwise require publication of a prospectus in
accordance with the Prospectus Regulation, such Notes shall have a minimum denomination of not less than 100,000 (or its equivalent in other
currencies).
See "Risk Factors" on pages 10 through 23 for a discussion of certain risks that should be considered in connection with an investment
in certain types of Notes which may be offered under the Programme.
Unless otherwise specified in the applicable Pricing Supplement, the Notes of each issue will initially be represented by one or more temporary global
Notes which will be deposited on or prior to the issue date thereof with (i) if the temporary global Note is intended to be issued in new global note
("NGN") form as specified in the applicable Pricing Supplement, a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV

("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") and (ii) if the temporary global Note is intended to be issued in classic
global note ("CGN") form as specified in the applicable Pricing Supplement, a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or such other clearing system as otherwise agreed, as further described in "Form of the Notes" herein. Interests in a temporary
global Note will be exchangeable for interests in a permanent global Note upon certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations. Interests in a permanent global Note will be exchangeable for definitive Notes only in the limited circumstances described in
"Terms and Conditions of the Notes Definitive Notes" or as specified in the applicable Pricing Supplement.
Québec may agree with any Purchaser that Notes may be issued in a form or with terms and conditions (the "Conditions") not contemplated by the
"Terms and Conditions of the Notes" herein or not fully set out in the "Terms and Conditions of the Notes" and the "Pro Forma Pricing Supplement"
set out herein.

ARRANGER
BofA Securities
DEALERS
BNP PARIBAS
BofA Securities
Deutsche Bank
HSBC
J.P. Morgan
Société Générale Corporate & Investment Banking

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IMPORTANT NOTICES
Québec has prepared this Offering Circular for the purpose of giving information with regard to the
Programme, the Notes to be issued thereunder and itself as the issuer of such Notes.
Québec (the "Responsible Person") accepts responsibility for the information contained in this Offering
Circular. To the best of the knowledge and belief of the Responsible Person, having taken all reasonable
care to ensure that such is the case, the information contained in this Offering Circular is in accordance
with the facts and does not omit anything likely to affect the import of such information.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement may include a legend entitled "MIFID II PRODUCT GOVERNANCE /
TARGET MARKET" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID II Product Governance rules under Commission Delegated Directive (EU) 2017/593 (the
"MiFID II Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer
in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purposes of the MiFID II Product Governance
Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement may include a legend entitled "UK MIFIR PRODUCT GOVERNANCE /
TARGET MARKET" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. A distributor should take into
consideration the target market assessment; however, a distributor subject to the United
Kingdom Financial Conduct Authority (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 target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a UK manufacturer
in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a UK manufacturer for the purpose of the UK MiFIR Product
Governance Rules.
PRIIPS REGULATION PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the applicable Pricing Supplement includes a legend entitled "PRIIPS REGULATION
PROHIBITION OF SALES TO EEA RETAIL INVESTORS", 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 European Economic Area ("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; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended),
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 (as

i i

defined above). Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, 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.
NOTICES REGARDING OFFERS IN THE EEA
This Offering Circular has been prepared on the basis that all offers of Notes in any Member
State in the EEA (the "Member States" and each, a "Member State") will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to produce or publish a
prospectus for offers of Notes. Accordingly, any person making or intending to make any offer
within a Member State of Notes which are the subject of an offering contemplated in this Offering
Circular as completed, supplemented or modified by the applicable Pricing Supplement in
relation to those Notes may only do so in circumstances in which no obligation arises for
Québec or for any of the Purchasers to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. In relation to Notes offered in a Member State
in circumstances which would otherwise require publication of a prospectus in accordance with
the Prospectus Regulation, such Notes shall have a minimum denomination of not less than
EUR 100,000 (or its equivalent in other currencies).
Neither Québec nor any Dealer has authorized, nor do they authorize, the making of any offer of
Notes in circumstances in which an obligation arises for Québec or any Dealer to publish a
prospectus or supplement a prospectus pursuant to the Prospectus Regulation for such offer.
Neither Québec nor any Dealer has authorized, nor do they authorize, the making of any offer of
the Notes through any financial intermediary, other than offers made by the relevant Dealers
which constitute the final placement of the Notes contemplated in the applicable Pricing
Supplement.
If and to the extent that this Offering Circular is communicated in, or an offer of Notes under the
Programme is made in, any Member State, this Offering Circular and the offer are only addressed
to and directed at persons in that Member State who are qualified investors within the meaning
of the Prospectus Regulation or who are other persons to whom the offer may lawfully be
addressed and must not be acted upon by other persons in that Member State.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME OR SUPERSEDED (THE
"SFA"))
Unless otherwise stated in the applicable Pricing Supplement and notified to the Dealers prior
to any offer of Notes, all Notes issued or to be issued under the Programme shall be prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) 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).
This Offering Circular is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Offering Circular shal be read and
construed on the basis that such documents are so incorporated and form part of this Offering Circular.

iv

Neither the Arranger (as defined herein) nor any Dealer has separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility is accepted by the Arranger or any Dealer or their respective affiliates as to the
accuracy or completeness of the information contained in this Offering Circular or any other information
provided by Québec in connection with this Offering Circular or the Notes. None of the Arranger, any
Dealer or their respective affiliates accepts any liability in relation to the information contained in this
Offering Circular or any other information provided by Québec in connection with this Offering Circular
or the Notes or their distribution or for any acts or omissions of Québec or any other person in
connection with the issue and offering of the Notes.
No person has been authorized to give any information or to make any representation not contained in
or not consistent with this Offering Circular or any other information supplied in connection with this
Offering Circular or the Notes and, if given or made, such information or representation must not be
relied upon as having been authorized by Québec, the Arranger or any Dealer.
Neither this Offering Circular nor any information incorporated herein by reference nor any other
information supplied in connection with this Offering Circular or the Notes is intended to provide the
basis of any credit or other evaluation and should not be considered as recommendations by Québec,
the Arranger or any Dealer that any recipient of this Offering Circular, or any information incorporated
herein by reference or any other information supplied in connection with this Offering Circular or the
Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of Québec. Neither this Offering Circular, nor any information
incorporated herein by reference nor any other information supplied in connection with this Offering
Circular or the Notes constitutes an offer or invitation by or on behalf of Québec, the Arranger or any
Dealer to any person to purchase any of the Notes.
None of the Arranger, the Dealers or any of their affiliates have authorized the whole or any part of this
Offering Circular and none of them makes any representation or warranty or accepts any responsibility
as to the accuracy or completeness of the information contained in this Offering Circular. Neither the
delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any Notes
shal , in any circumstances, create any implication that the information contained in this Offering Circular
is true subsequent to the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that there has been no adverse change in the prospects or
financial or trading position of Québec since the date hereof, or, as the case may be, the date upon
which this Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Programme or the Notes is correct as at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. The Arranger and the Dealers expressly do not undertake to review the financial
condition or affairs of Québec during the life of the Programme or advise any investor in the Notes of
any information coming to their attention. Each recipient of this Offering Circular or any Pricing
Supplement shal be taken to have made its own investigation and appraisal of the condition (financial
or otherwise) of Québec.
This Offering Circular may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such offer or solicitation. The distribution of this Offering Circular, any Pricing Supplement or other
offering material relating to the Notes and the offer or sale of the Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this Offering Circular, any Notes or any other
offering material relating to the Issuer or the Programme come must inform themselves about, and
observe, any such restrictions. This Offering Circular does not constitute, and may not be used for or

v

in connection with, an offer to any person to whom it is unlawful to make such an offer or a solicitation
by anyone not authorized so to act. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of the Notes in the United States, the European Economic Area (including
in Belgium, France, Republic of Italy and The Netherlands), the UK, Hong Kong, Japan, the People's
Republic of China, Singapore, Canada and Switzerland (see "Subscription and Sale"). Québec and the
Dealers do not represent that this Offering Circular may be lawful y distributed, or that Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by Québec, the
Arranger or any Dealer that would permit a public offering of the Notes or distribution of this Offering
Circular in a jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that
wil result in compliance with any applicable laws and regulations and the Dealers have represented
that all offers and sales by them wil be made on the same terms.
The Notes have not been and wil not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and the Notes may include bearer notes that are subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons (see "Subscription and Sale").
In this Offering Circular, references to "Can$" and "$" are to Canadian dol ars, references to "U.S.
dollars" and "U.S.$" are to United States dol ars, references to "euro" and "" are to the currency of
the Member States of the European Union that have adopted the single currency in accordance with
the Treaty on the functioning of the European Union, as amended by the Treaty on European Union,
as amended, references to "yen" and "¥" are to Japanese yen, references to "RMB", "CNY" or
"Renminbi" refer to the currency of the PRC and references to "sterling" and "£" are to UK pounds
sterling. References herein to the "European Economic Area" or "EEA" are to the Member States of
the European Union (the "EU") together with Iceland, Norway and Liechtenstein and references herein
to "PRC" are to the People's Republic of China, which for the purpose of this Offering Circular shal
exclude the Hong Kong and Macau Special Administrative Regions and Taiwan.
THE PURCHASE OF NOTES MAY INVOLVE SUBSTANTIAL RISKS AND MAY BE SUITABLE ONLY
FOR INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS AND THE
MERITS OF AN INVESTMENT IN THE NOTES. PRIOR TO MAKING AN INVESTMENT DECISION,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, IN LIGHT OF THEIR OWN
FINANCIAL CIRCUMSTANCES AND INVESTMENT OBJECTIVES, (I) ALL THE INFORMATION SET
FORTH IN THIS OFFERING CIRCULAR AND, IN PARTICULAR, THE CONSIDERATIONS SET
FORTH BELOW AND (II) ALL THE INFORMATION SET FORTH IN THE APPLICABLE PRICING
SUPPLEMENT. PROSPECTIVE INVESTORS SHOULD MAKE SUCH ENQUIRIES AS THEY DEEM
NECESSARY, INCLUDING (WITHOUT LIMITATION) WITH THEIR OWN FINANCIAL, TAX AND
LEGAL ADVISORS, WITHOUT RELYING ON QUÉBEC OR ANY DEALER.
The Notes may not be suitable for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances. In particular, each potential investor,
either on its own or with the help of its financial or other professional advisers, should consider whether
it:

vi

(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Offering Circular or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes wil have on its
overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(d)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing, (3) Notes can be used as repo-eligible securities, and (4) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital guidelines or similar rules.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS
(IF ANY) NAMED AS THE STABILIZING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF
ANY STABILIZING MANAGER(S)) IN THE APPLICABLE PRICING SUPPLEMENT 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 OFFER OF THE RELEVANT TRANCHE OF 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 RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILIZATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILIZING
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILIZING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Credit Ratings
As of the date of this Offering Circular, the Programme has been rated AA- by S&P Global Ratings,
acting through S&P Global Ratings Canada, a business unit of S&P Global Canada Corp. ("S&P
Global") and Aa2 by Moody's Canada Inc. ("Moody's Canada"). A rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency and each rating should be evaluated independently of any other rating. In
general, EU and UK regulated investors are restricted under the CRA Regulation (as defined below)
and the UK CRA Regulation (as defined below) (as applicable) from using credit ratings for regulatory
purposes, unless such ratings are issued by a credit rating agency established in the EU or the UK (as

vi

applicable) and registered under the relevant regulation (and such registration has not been withdrawn
or suspended). Such general restriction wil also apply in the case of credit ratings issued by non-EU or
non-UK credit rating agencies, unless the relevant credit ratings are endorsed by an EU or a UK
registered credit rating agency (as applicable) or the relevant non-EU or non-UK credit rating agency is
certified in accordance with the CRA Regulation or the UK CRA Regulation (as applicable) (and such
endorsement action or certification, as the case may be, has not been withdrawn or suspended).
Québec wil not provide information with respect to the credit rating agencies and investors should
inform themselves of the status of the credit rating agency and any restrictions on their use of credit
ratings.

vi i

TABLE OF CONTENTS

Clause

Page
OVERVIEW OF THE PROGRAMME ..................................................................................................... 2
RISK FACTORS .................................................................................................................................... 10
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 24
SUPPLEMENTAL OFFERING CIRCULAR .......................................................................................... 26
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................ 27
FORM OF THE NOTES ........................................................................................................................ 28
PRO FORMA PRICING SUPPLEMENT ............................................................................................... 31
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 50
USE OF PROCEEDS ............................................................................................................................ 86
QUÉBEC ............................................................................................................................................... 87
GREEN BOND FRAMEWORK ............................................................................................................. 90
SUBSCRIPTION AND SALE ................................................................................................................ 92
TAXATION .......................................................................................................................................... 100
GENERAL INFORMATION ................................................................................................................. 102

OVERVIEW OF THE PROGRAMME
This overview must be read as an introduction to this Offering Circular and any decision to
invest in any Notes should be based on a consideration of this Offering Circular as a whole,
including any documents incorporated by reference. The following overview does not purport
to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering
Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Pricing Supplement.
The terms and conditions (the "Conditions") of any particular Tranche of Notes wil be the terms and
conditions substantially in the form set out under "Terms and Conditions of the Notes" as supplemented,
modified or replaced by the Pricing Supplement applicable thereto and, in respect of any Notes
represented by a Note in global form (a "Global Note"), by the provisions of such Global Note. Words
and expressions defined in "Form of the Notes", "Pro Forma Pricing Supplement" and "Terms and
Conditions of the Notes" below shall have the same meanings in this overview.
Issuer:
Québec is the largest by area of the ten provinces in Canada (1,667,712
square kilometres or 643,907 square miles, representing 17% of the
geographical area of Canada) and the second largest by population
(8.8 mil ion, representing 22.2% of the population of Canada, as of
January 2023). The population of Québec increased on average by 0.9% per
year since 2018. Over the same period, the population of Canada increased
on average by 1.3% per year.

Québec has a modern, developed economy. In 2022, the service sector
contributed 73.9%, the manufacturing industry 12.6%, the construction
industry 6.7%, the utilities industry 3.3% and the primary sector 3.7% to real
GDP in chained 2012 dol ars. Québec's real GDP represented 19.4% of
Canada's real GDP in 2022. The leading service industries in Québec are
community, business and personal services, finance, insurance and real
estate, wholesale and retail trade, governmental services, transportation and
warehousing and information and cultural services. The leading
manufacturing industries in Québec are primary metal products (including
aluminum smelting), food products, transportation equipment (including
aircraft, motor vehicles and parts), fabricated metal products, chemical
products, wood products, paper products and plastics and rubber products.
With its significant hydroelectric resources, Québec generated 33.7% of the
electricity produced in Canada in 2022.
Montréal and Vil e de Québec, the capital of Québec, are the main centres of
economic activity. Montréal is one of the important industrial, commercial and
financial centres of North America and is Canada's second largest urban area
as measured by population. Port of Montréal is the leading container port in
Eastern Canada and a major international port linked to more than 140
countries around the world. Situated on the St. Lawrence River, Port of
Montréal provides access to the Atlantic Ocean and the inland navigation
system of the Great Lakes.
2