POWER OF ATTORNEY
Know all by these present, that the undersigned
party hereby constitutes and appoints each of Christopher DelOrefice, Chief
Financial Officer of Ulta Beauty, Inc., a Delaware corporation ("Ulta"), and Rene
G. Cásares, Chief Legal Officer of Ulta, signing singly, such party's
true and lawful attorney-in-fact to:
(1)
execute for and
on behalf of such party, all documents relating to the reporting of beneficial
ownership of securities required to be filed with the United States Securities
and Exchange Commission (the "SEC")
pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder (as amended, the "Exchange Act"), including, without limitation, Schedule
13D and Schedule 13G and Form 3, Form 4 and Form 5 and successive forms
thereto;
(2)
do and perform
any and all acts for and on behalf of
such party that may be necessary or desirable to complete and execute any such
documents, complete and execute any amendment or amendments thereto and timely
file such documents with the SEC and any stock exchange, automated quotation
system or similar authority; and
(3)
take any other
action of any type whatsoever in furtherance of the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of
or legally required by, such party, it being understood that the documents
executed by such attorney-in-fact on behalf of such party pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
Such party hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such party might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of such
party, are not assuming, nor is Ulta assuming, any of the undersigned's
responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full
force and effect until such party is no longer required to file such documents
with respect to such party's holdings of and transactions in securities issued
by Ulta, unless earlier revoked by such party in a signed writing delivered to
the foregoing attorney-in-fact. This Power of Attorney supercedes all prior
powers of attorney the undersigned may have granted to officers of Ulta.
[Signature page follows]