Wallabies head coach Michael Cheika has made a raft of changes to the side set to face Wales in Sunday's Pool D blockbuster after Reece Hodge was handed a three-game suspension.
Four new starters have come into the XV, with No.10 Foley, half-back Genia, veteran Adam Ashley-Cooper and Dane Haylett-Petty promoted after Australia's opening 39-21 victory against Fiji.
The quartet's inclusion for the Wales meeting comes at the expense of Nic White, Christian Lealiifano and Kurtley Beale in changes to the backline, while the forward back remains unchanged.
Lealiifano has not been included in the match-day squad, with full-back Beale surprisingly dropped to the bench for the Tokyo fixture in a shock selection shake-up.
Australia, which was the runner-up in 2015, will be looking to make it two wins from two games at the Rugby World Cup as James O'Connor prepares to make his 50th Test appearance for the Wallabies.
Australia: Dane Haylett-Petty, Adam Ashley-Cooper, James O'Connor, Samu Kerevi, Marika Koroibete, Bernard Foley, Will Genia; Scott Sio, Tolu Latu, Allan Alaalatoa, Izack Rodda, Rory Arnold, David Pocock, Michael Hooper, Isi Naisarani. Replacements: Jordan Uelese, James Slipper, Sekope Kepu, Adam Coleman, Lukhan Salakaia-Loto, Nic White, Matt To'omua, Kurtley Beale.