Richard Kahui will start at centre, pairing with Sonny Bill Williams in the midfield for the first time, while Isaia Toeava is on the right wing and Israel Dagg is at fullback.
All Blacks Coach Graham Henry said the All Blacks had had a great build-up in Port Elizabeth and the team was feeling refreshed and raring to go.
"There is excitement across the board in the squad and every player will be looking to put in a big performance this weekend. Playing the Springboks at home is always a massive occasion and with Rugby World Cup spots also up for grabs, our players will be looking to put in a big performance.
"We know we will also be facing a wounded Springboks side who will want to bounce back from their three losses on the trot so we will have to be ready for a huge physical contest."
The All Blacks and Springboks have played each other 82 times, with 46 wins to the All Blacks, 33 to South Africa and three draws. The All Blacks have played the Springboks four times in Port Elizabeth, but have never won.
Starting XV:
1. Tony Woodcock
2. Keven Mealamu - captain
3. John Afoa
4. Samuel Whitelock
5. Ali Williams
6. Jerome Kaino
7. Adam Thomson
8. Liam Messam
9. Jimmy Cowan
10. Colin Slade
11. Hosea Gear
12. Sonny Bill Williams
13. Richard Kahui
14. Isaia Toeava
15. Israel Dagg
Reserves:
16. Andrew Hore
17. Ben Franks
18. Jarrad Hoeata
19. Victor Vito
20. Andy Ellis
21. Piri Weepu
22. Cory Jane
- HERALD ONLINE