Issuer:

Hydro-Québec

Guarantor:

Québec

Expected Ratings(1):

Moody’s: Aa2; S&P: A+

Title:

1.375% Bonds, Series JP, due June 19, 2017

Format:

SEC Registered Global Offering

Ranking:

Direct, unconditional and unsecured debt

Size:

U.S.$1,000,000,000

Trade Date:

June 12, 2012

Settlement Date:

June 19, 2012

Maturity:

June 19, 2017

Interest Payment Dates:

June 19 and December 19 of each year

First Interest Payment Date:

December 19, 2012

Spread to Benchmark Treasury:

T+ 64.65 bps

Spread to Mid-Swaps:

+35 bps

Benchmark Treasury:

0.625% due 5/31/2017

UST Spot/Yield:

99-12.25 / 0.752%

Yield to Maturity:

1.399%

Coupon:

1.375% payable semi-annually

Price:

99.884% plus accrued interest, if any, from June 19, 2012

Day Count:

30/360

Minimum Denominations:

US$1,000 x US$1,000

Joint Lead Managers:

BofA Merrill Lynch
CIBC
HSBC
RBC Capital Markets

Senior Co-managers:

National Bank of Canada Financial
BMO Capital Markets
BNP PARIBAS
Deutsche Bank Securities
Scotiabank

Co-managers:

Casgrain & Company Limited
Desjardins Capital Markets
J.P. Morgan
Mitsubishi UFJ Securities
RBS
SOCIETE GENERALE
TD Securities

UBS Investment Bank

Cusip / ISIN:

4488148U0 / US4488148U08

Listing and Admission to Trading:

Admission to UKLA’s Official List and to trading on London Stock Exchange’s regulated market may be completed following settlement.

Governing Law:

Québec and Canada

Prospectus and Prospectus Supplement:

Prospectus dated December 29, 2011, and Preliminary Prospectus Supplement dated June 12, 2012

Stabilization:

Reg M/FSA Rules

Legends:

This communication is intended for the sole use of the person to whom it is provided by us.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free to Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, CIBC World Markets Corp. at 1-800-282-0822, HSBC Securities (USA) Inc. at 1-866-811-8049 or RBC Capital Markets, LLC at 1-866-375-6829.

European Economic Area Legends:

If and to the extent that this announcement 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 2003/71/EC as amended (which includes the amendments by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State) (a “Relevant Member State”), this announcement 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 otherwise in compliance with either Article 3(2)(c) and (e) of the Prospectus Directive or subject to prior written approval of RBC Capital Markets, LLC, Article 3(2)(b) of the Prospectus Directive and must not be acted upon by other persons in that Relevant Member State.

This is not a prospectus under the Directive 2003/71/EC (the “Prospectus Directive”) but an advertisement as defined in the Prospectus Directive and investors in the EEA should not subscribe