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Southern Finance Limited ABN 80 007 352 089

Prospectus No. 13

Instructions

To invest with Southern Finance Limited please:

1. Read the terms and conditions below and tick the ‘I agree’ box

2. Download and read through the Prospectus

3. Print out and complete the Application Form

4. Return the Application form and your cheque made payable to Southern

Finance Limited to:

PO Box 70 or

131 Kepler St, Warrnambool, VIC 3280

PROSPECTUS TERMS & CONDITIONS

Southern Finance Limited

ABN 80 007 352 089

Online Prospectus

The following document is an electronic reproduction of Southern Finance Limited

('the Company') Prospectus Number 13 dated 19 March 2010 ('Prospectus'),

being the day it was lodged with the Australian Securities and Investments

Commission ('ASIC'). ASIC takes no responsibility for the content of the Prospectus.

The Prospectus expires on 18 April 2011.

The offer to invest in Debentures in the Company referred to in the Prospectus ('the

Offer') opens on 26 March 2010 and will remain open until 5.00pm Australian EST

on 18 April 2011. However, the Company reserves the right to close the Offer at any

earlier time.

Terms and Conditions of Accessing Southern Finance Ltd Online Prospectus

To access the Company's Online Prospectus and Application Form, you must first

read and agree to the following terms and conditions.

1. Debentures in Southern Finance Limited will only be issued based on an

Application Form accompanying a paper version of the Prospectus, or on a

completed printed copy of the Application Form attached to the electronic

version of the Prospectus, following the exposure period. If you have obtained

an electronic copy of the Prospectus and accompanying Application Form, you

should ensure the complete documents are received by you. As a guide, the

Prospectus has 34 numbered pages and the Application Form is 2 pages in

length.

2. The Corporations Act prohibits any person from passing on to another person

any Application Form unless it is accompanied by a hard copy of the

Prospectus or, in the case of an electronic Prospectus and Application Form, is

linked to the complete and unaltered online form of the Prospectus. You

should read the Prospectus before completing the relevant Application Form.

3. You should read the Prospectus in its entirety, as the information contained in

individual sections is not intended to and does not provide a comprehensive

review of the Debentures offered under the Prospectus. You are advised to

seek independent professional advice, before applying for Debentures under

the Prospectus.

4. The Prospectus Offer is only available to persons within Australia. Any person

accessing this Prospectus for the purpose of investing in Debentures offered

by the Company must access the Prospectus from within Australia.

5. The Prospectus does not constitute an offer in any place in which, or to any

person to whom, it would not be lawful to make such an offer. The

distribution of the Prospectus in jurisdictions outside Australia may be

restricted by law and persons who come into possession of the Prospectus

should seek advice on and observe any such restrictions. Any failure to

comply with such restrictions may constitute a violation of applicable

securities law.

6. The Company reserves the right to refuse to issue Debentures to any

applicant if it believes:

o the applicant did not receive the Prospectus Offer in Australia; or

o did not have access to the Prospectus at the same time and by the

same means that the applicant had access to the relevant Application

Form.

7. A paper copy of the Prospectus, any replacement or supplementary

Prospectus or the Application Form, can be obtained on request and without

charge from the principal business office of the Company at 131 Kepler

Street, Warrnambool VIC 3280, or by calling (03) 5561 1226. Please also call

this number if you have any queries relating to the Prospectus.

If you agree to and comply with ALL of the Terms and Conditions above, and wish to

proceed with viewing the Southern Finance Limited Prospectus No 13, please indicate

that you agree by clicking on the I AGREE radio button.

I agree


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