Key Australian duo David Pocock and Israel Folau have failed to overcome injuries in time to face Scotland in Sunday’s World Cup quarter-final.
Ben McCalman and Kurtley Beale replace the duo at number eight and full-back respectively.
Flanker Michael Hooper returns from a one-week suspension incurred for a dangerous clear-out.
Centre Matt Giteau has been passed fit and wins his 100th Test cap, as does skipper and hooker Stephen Moore.
Veteran winger Adam Ashley-Cooper will become the third-most capped Wallaby of all time with his 112th Test, overtaking flanker George Smith.
Second-row Rob Simmons returns to the starting side having impressed in Saturday’s dogged victory over Wales in Australia’s final match of Pool A, partnering Kane Douglas, with Dean Mumm moving to the bench.
Head coach Michael Cheika said of the centurion duo: “Stephen and Matt were very highly respected members of our team before they ever reached the 100 Tests mark, but this landmark makes all of us in the team very proud.
“Every opportunity in the gold jersey is cherished and the 100th for these lads is a great opportunity for everyone to see how much they love playing for Australia.
“It is also a great chance for the lads playing against Scotland to improve their performance from our last game.
“As the tournament moves on, we must continue to get better.
“That’s something we really want to do and believe we have in us.”
Team
Australia: Beale, Ashley-Cooper, Kuridrani, Giteau, Mitchell, Foley, Genia; Sio, Moore (capt), Kepu, Douglas, Simmons, Fardy, Hooper, McCalman.
Replacements: Polota-Nau, Slipper, Holmes, Mumm, McMahon, Phipps, Toomua, Cooper.