Winger Kurt Baker comes into the side on the left wing to replace Patrick Osborne, while Shaun Treeby will start at second five-eighth in place of Phil Burleigh.
Gareth Evans comes into the starting side on the blindside flank for Elliot Dixon, who moves to the bench. Brad Thorn is dropped from the playing 23 and is replaced by Joe Wheeler.
Chris King moves on to the loosehead side of the scrum with Ma'afu Fia starting at tighthead as Kane Hames sits out the match because of a suspension.
Highlanders:Ben Smith (captain), Richard Buckman, Malakai Fekitoa, Shaun Treeby, Kurt Baker, Lima Sopoaga, Aaron Smith, Nasi Manu (captain), Shane Christie, Gareth Evans, Joe Wheeler, Jarrad Hoeata, Ma'afu Fia, Liam Coltman, Chris King. Reserves: Ged Robinson, Craig Millar, Matias Diaz, Josh Bekhuis, Elliot Dixon, Fumiaki Tanaka, Trent Renata, TJ Ioane