Reds drop Smith twins after training no-show
The changes are highlighted by the return from injury of seasoned campaigners James Slipper and Jono Lance.
South African-born twin brothers Jean-Pierre and Ruan Smith were not considered for selection for this match, after the pair missed training commitments early in the bye week.
Slipper has recovered from a collar bone injury to regain the starting loosehead jersey. He will also resume his role as stand-in skipper, in the absence of injured captain Scott Higginbotham.
The only other change to the starting forward pack is a back-row reshuffle, with Adam Korczyk coming in for Caleb Timu, who suffered an ankle injury against the Lions. Korczyk has been named at blindside flank, with Angus Scott-Young shifting to No.8.
In the backs, Lance's return from a concussion sees him slot back into the starting flyhalf role, with Hamish Stewart moving to starting fullback, after impressing in his first Super Rugby start two weeks ago. Stewart's positional change sees Aidan Toua move to the bench for the first time this season, with Izaia Perese dropping out of the match-day squad.
In the reserves, prop Sef Fa'agase is back in the matchday 23 for the first time since Round Nine, taking the place of Ruan Smith.
Flank Liam Wright has also been brought back into the side, taking the spot made available by Korczyk's promotion to the starting side.
The match will be lock Kane Douglas’ 100th Super Rugby cap, after making his debut back in 2010.
Reds: 15 Hamish Stewart, 14 Filipo Daugunu, 13 Chris Feauai-Sautia, 12 Samu Kerevi, 11 Jordan Petaia, 10 Jono Lance, 9 Ben Lucas, 8 Angus Scott-Young, 7 George Smith, 6 Adam Korczyk, 5 Kane Douglas, 4 Izack Rodda, 3 Taniela Tupou, 2 Brandon Paenga-Amosa, 1 James Slipper (captain).
Replacements: 16 Alex Mafi, 17 Harry Hoopert, 18 Sef Fa'agase, 19 Harry Hockings, 20 Liam Wright, 21 Moses Sorovi, 22 Duncan Paia'aua, 23 Aidan Toua.
Date: Saturday, May 12
Venue: Prince Chichibu Memorial Stadium, Tokyo
Kick-off: 12.06 (03.05 GMT; 13.05 AEST)
Referee: Egon Seconds (South Africa)
Assistant referees: Akihisa Aso (Japan), Kawara Tasuku (Japan)
TMO: Minoru Fuji (Japan)