Loose forward Tom Johnson and prop Joe Marler will make their England debuts in the first Test of the series in Durban on Saturday.
The Exeter Chiefs flank and Harlequins prop will win their first caps at Kings Park in a team showing four personnel and one positional change from the starting line-up against Ireland in the final Six Nations outing.
Marler replaces Alex Corbisiero, Johnson comes in for Tom Croft, while there are also changes at scrumhalf, where Ben Youngs starts in place of Lee Dickson and in the back three, where Ben Foden moves to the left wing for David Strettle and Mike Brown starts at fullback.
England head coach Stuart Lancaster said: "Tom and Joe have had great seasons at their clubs and have worked really hard to get this chance, both are in great form and have really impressed in training. Equally, Mike Brown has been outstanding for Harlequins. By moving Ben to the wing we retain his strike power and aerial skills and can utilise not only Mike's attacking and defensive assets we can also call on his left-footed kicking game.
"Selection is competitive in lots of positions, particularly at scrumhalf. We are really pleased with Ben's form and he knows our systems well. Lee, if he gets his chance from the bench I am sure will make an impact and Danny [Care] will get his opportunity to press his case, as will the others, in the first midweek game on Wednesday.
"It's also great to see another young player get Test match experience in Jonathan Joseph and he is delighted to get this opportunity in the match 22 - we are confident he is ready for the step up to this level.
"We have made no secret of how tough this series will be but it is an opportunity we are looking forward to and I am confident that we can perform."
England: 15 Mike Brown, 14 Chris Ashton, 13 Manu Tuilagi, 12 Brad Barritt, 11 Ben Foden, 10 Owen Farrell, 9 Ben Youngs, 8 Ben Morgan, 7 Chris Robshaw (captain), 6 Tom Johnson, 5 Geoff Parling, 4 Mouritz Botha, 3 Dan Cole, 2 Dylan Hartley, 1 Joe Marler.
Replacements: 16 Lee Mears, 17 Paul Doran-Jones, 18 Tom Palmer, 19 Phil Dowson, 20 Lee Dickson, 21 Toby Flood, 22 Jonathan Joseph.
Date: Saturday, June 9
Venue: Kings Park, Durban
Kick-off: 17.05 (15.00 GMT)
Referee: Steve Walsh (Australia)
Assistant referees: Alain Rolland (Ireland), Simon McDowell (Ireland)
TMO: Iain Ramage (Scotland)
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