Bulls head coach Frans Ludeke has made seven changes to his starting XV to face the Rebels in Melbourne on Saturday.
There are three changes in the backline that faced the Brumbies last weekend and four in the pack.
Jesse Kriel, Travis Ismaiel and Jacques-Louis Potgieter all move into starting positions off the bench, replacing Jurgen Visser, Bjorn Basson and Handré Pollard respectively. Visser and Basson will play off the bench, but Pollard will be rested for this clash.
Instead, Tian Schoeman, who joined the touring party on Tuesday, will be the back-up fly-half on the bench.
In the pack, Deon Stegmann – who is injured – is replaced by Lappies Labuschagne, with Grant Hattingh moving to the bench to make way for Victor Matfield.
The veteran lock will play in his 148th match at this level. In a straight swap, Jacques du Plessis starts at seven and Arno Botha moves to the bench.
Adriaan Strauss was not considered due to the resting agreement with SARU, resulting in Callie Visagie running onto the field for his 50th match for the Bulls in the number two jersey. Jaco Visagie will be his back-up on the bench.
Bulls: 15 Jesse Kriel, 14 Francois Hougaard, 13 JJ Engelbrecht, 12 Burger Odendaal, 11 Travis Ismaiel, 10 Jacques-Louis Potgieter, 9 Rudy Paige, 8 Pierre Spies , 7 Jacques du Plessis, 6 Pieter Labuschagne, 5 Victor Matfield, 4 Flip van de Merwe, 3 Marcel van der Merwe, 2 Callie Visagie, 1 Dean Greyling.
Replacements: 16 Jaco Visagie, 17 Trevor Nyakane, 18 Werner Kruger, 19 Grant Hattingh, 20 Arno Botha, 21 Tian Schoeman, 22 Bjorn Basson, 23 Jurgen Visser.
Date: Saturday, June 6
Venue: AAMI Park, Melbourne
Kick-off: 15:30 local (09:30 GMT; 17:30 NZST, 07:30 SAST)
Referee: Nick Briant
Assistant referees: James Leckie, Michael Hogan
TMO: Ian Smith