EXHIBIT 5
POWER OF ATTORNEY
The undersigned Fabio Morvilli and Jacques Loesch, the Chairman and
the Director of Sogerim, Societe Anonyme, a Luxembourg corporation (the
"Corporation"), hereby constitutes and appoints Harc Henon, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for them and in their name, place and stead, in any and all capacities, to sign,
on behalf of the Corporation, (i) all filings with the Securities and Exchange
Commission, including a statement of beneficial ownership on Form 3 and a report
on Schedule 13D, relating to the Shareholders' Agreement, dated as of December
22, 2000 among the Corporation, SEAT Pagine Gialle S.p.A. ("SEAT"), Nickel
Acquisition Corp. ("Nickel"), and certain shareholders of NetCreations, Inc.
("NetCreations") and (ii) all other documents reasonably relating thereto and to
the Agreement and Plan of Merger, dated as of December 22, 2000 among the
Corporation, SEAT, Nickel and NetCreations as such attorney-in-fact shall deem
appropriate, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do and cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 2000.
SOGERIM, SOCIETE ANONYME
By: /s/ Jacques Loesch
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Name: Jacques Loesch
Title: Director
By: /s/ Fabio Morvilli
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Name: Fabio Morvilli
Title: Chairman
