Tonga coach Mana Otai has named his team for the Pool C match against Namibia at Sandy Park in Exeter.
Nili Latu will miss the match due to a hamstring strain, so deputies Viliami Ma'afu and Siale Piutau will co-captain the team in his absence.
Tonga have named nine changes to the starting line-up that lost to Georgia in their tournament opener on September 19.
The nine changes are the second most ever made by Tonga between successive World Cup matches. They made 11 changes between their first and second match at RWC 2011.
The 327 Test caps worth of experience in Tonga's line-up are their most ever in a World Cup match. At an average of 30 years and 200 days this is also Tonga's oldest starting XV in a World Cup match.
Aleki Lutui, 37, is the fourth-oldest player at RWC 2015, one of two (remaining) players in this tournament who have made their Test debut before 2000, and will make his first appearance at RWC 2015. This will be his third World Cup participation.
Tonga: 15 Vungakoto Lilo, 14 David Halaifonua, 13 Siale Piutau (co-captain), 12 Sione Piukala, 11 Fetu'u Vainikolo, 10 Latiume Fosita, 9 Sonatane Takulua, 8 Viliami Ma'afu (co-captain), 7 Jack Ram, 6 Sione Kalamafoni, 5 Joseph Tuineau, 4 Hale T Pole, 3 Sila Puafisi, 2 Aleki Lutui, 1 Soane Tonga'uiha.
Replacements: 16 Paula Ngauamo, 17 Tevita Mailau, 18 Halani Aulika, 19 Tukulua Lokotui, 20 Opeti Fonua, 21 Samisoni Fisilau, 22 Kurt Morath, 23 Telusa Veainu.
Date: Sunday, September 29
Venue: Sandy Park, Exeter
Kick-off: 16:45 local (15:45 GMT)
Referee: Glen Jackson (New Zealand)
Assistant Referees: Chris Pollock (New Zealand), Federico Anselmi (Argentina)
TMO: Ben Skeen (New Zealand)