===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------


                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)


                                   -----------

/X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM ______ TO ______

                          COMMISSION FILE NO. 000-30075

                                   -----------

                              COMPLETEL EUROPE N.V.
             (Exact name of Registrant as specified in its charter)


              THE NETHERLANDS                                   98-0202823
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)
BLAAK 16, 3011 TA ROTTERDAM, THE NETHERLANDS                      2132 NA
  (Address of principal executive offices)                      (Zip Code)


      Registrant's telephone number, including area code: (31) 20 666 1701

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:


                   ORDINARY SHARES, (EURO) 0.10 NOMINAL VALUE,
                            TRADED ON EURONEXT PARIS


                                   -----------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /


     The number of shares outstanding of the Registrant's common stock as of
August 30, 2002 was 160,555,222 ordinary shares.


================================================================================

<Page>

                                TABLE OF CONTENTS

<Table>
<S>             <C>
PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements (unaudited)

                Consolidated Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001

                Consolidated Statements of Operations for the Three Months Ended March 31, 2002 and 2001 (unaudited)

                Consolidated Statement of Shareholders' Equity for the Three Months Ended March 31, 2002 (unaudited)

                Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2001 (unaudited)

                Notes to the Consolidated Financial Statements (unaudited)

Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.         Quantitative and Qualitative Disclosure about Market Risk

PART II.        OTHER INFORMATION

Item 1.         Legal Proceedings

Item 2.         Changes in Securities and Use of Proceeds

Item 3.         Defaults upon Senior Securities

Item 4.         Submission of Matters to a Vote of Security Holders

Item 5.         Other Information

Item 6.         Exhibits and Reports on Form 8-K

SIGNATURES
</Table>


<Page>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)


                     COMPLETEL EUROPE N.V. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
        (STATED IN THOUSANDS OF EURO, EXCEPT SHARE AND PER SHARE AMOUNTS)



<Table>
<Caption>
                                                                                                MARCH 31,    DECEMBER 31,
                                                                                                     2002            2001
                                                                                           --------------    ------------
<S>                                                                                        <C>               <C>
                                     ASSETS
CURRENT ASSETS:
 Cash and cash equivalents.............................................................    EURO    56,166    EURO  81,613
 Short-term investments, restricted....................................................            16,863          16,694
 Accounts receivable, net of allowance for doubtful receivables of EURO 2,670 and
    EURO 2,330 as of March 31, 2002 and December 31, 2001, respectively................            21,347          18,357
 Affiliate receivables.................................................................               134           2,121
 VAT receivables.......................................................................            15,807          24,472
 Prepaid expenses and other current assets.............................................             9,705          11,494
                                                                                           --------------    ------------
          Total current assets.........................................................           120,022         154,751
                                                                                           --------------    ------------
NON-CURRENT ASSETS:
 Property and equipment, net...........................................................           276,255         277,807
 Licenses, net of accumulated amortization of EURO 267 and EURO 335, respectively......             1,292           2,104
 Goodwill..............................................................................             5,793           5,793
 Deferred financing costs, net.........................................................             7,308           7,525
 Non-current investments, restricted...................................................             8,172           8,085
 Other non-current assets..............................................................             2,769           2,525
                                                                                           --------------    ------------
          Total non-current assets.....................................................           301,589         303,839
                                                                                           --------------    ------------

TOTAL ASSETS...........................................................................    EURO   421,611    EURO 458,590
                                                                                           ==============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Network vendor payables...............................................................    EURO    23,300    EURO  37,356
 Accrued liabilities ..................................................................            17,807          11,640
 Accrued payroll.......................................................................             8,849          10,256
 Trade accounts payable................................................................            44,656          48,294
 Affiliate payables....................................................................                 -           1,393
                                                                                           --------------    ------------
          Total current liabilities....................................................            94,612         108,939
                                                                                           --------------    ------------

LONG-TERM DEBT.........................................................................           232,350         227,735

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY:
 Ordinary shares, nominal value EURO .10 per share, 383,332,650 shares
     authorized; 160,555,222 shares issued and outstanding at March 31, 2002 and
     December 31, 2001, respectively...................................................            16,055          16,055
 Additional paid-in capital............................................................           688,575         690,093
 Deferred compensation.................................................................            (9,222)        (11,192)
 Other cumulative comprehensive loss...................................................             1,060             747
 Accumulated deficit...................................................................          (586,266)       (558,234)
 Treasury stock, at cost...............................................................           (15,553)        (15,553)
                                                                                           --------------    ------------
TOTAL SHAREHOLDERS' EQUITY.............................................................            94,649         121,916
                                                                                           --------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............................................    EURO   421,611    EURO 458,590
                                                                                           ==============    ============
</Table>


   The accompanying notes are an integral part of these unaudited consolidated
                                 balance sheets.

                                        1
<Page>


                     COMPLETEL EUROPE N.V. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
        (STATED IN THOUSANDS OF EURO, EXCEPT SHARE AND PER SHARE AMOUNTS)



<Table>
<Caption>
                                                                  THREE MONTHS ENDED    THREE MONTHS ENDED
                                                                    MARCH 31, 2002        MARCH 31, 2001
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>
REVENUE..................................................         EURO        22,951    EURO        15,603

OPERATING EXPENSES:
 Network costs, excluding depreciation...................                     16,043                14,253
 Selling, general and administrative (excluding non-
   cash compensation)....................................                     14,901                15,657
 Non-cash compensation ..................................                        451                (1,731)
 Depreciation and amortization...........................                      7,726                 5,321
 Restructuring, impairment and other charges.............                      3,873                     -
                                                                  ------------------    ------------------
         Total operating expenses........................                     42,994                33,500
                                                                  ------------------    ------------------

OPERATING LOSS...........................................                    (20,043)              (17,897)
                                                                  ------------------    ------------------

OTHER INCOME (EXPENSE):
 Interest income.........................................                        559                 5,370
 Interest expense, net of capitalized interest...........                     (7,457)               (8,345)
 Foreign exchange loss and other expense.................                       (181)               (3,103)
                                                                  ------------------    ------------------
         Total other income (expense)....................                     (7,079)               (6,078)
                                                                  ------------------    ------------------

NET LOSS FROM CONTINUING OPERATIONS......................                    (27,122)              (23,975)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations .....................                       (910)              (16,627)
                                                                  ------------------    ------------------

NET LOSS                                                          EURO       (28,032)   EURO       (40,602)
                                                                  ==================    ==================

BASIC AND DILUTED LOSS PER ORDINARY SHARE................         EURO         (0.18)   EURO         (0.26)
                                                                  ==================    ==================

WEIGHTED AVERAGE NUMBER OF ORDINARY
    SHARES OUTSTANDING...................................                157,419,330           157,413,763
                                                                  ==================    ==================
</Table>


   The accompanying notes are an integral part of these unaudited consolidated
                              financial statements.

                                        2

<Page>


                     COMPLETEL EUROPE N.V. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
               (STATED IN THOUSANDS OF EURO, EXCEPT SHARE AMOUNTS)



<Table>
<Caption>
                                                                                                                          OTHER
                                                                      ORDINARY SHARES      ADDITIONAL                  CUMULATIVE
                                                                  -----------------------   PAID-IN       DEFERRED    COMPREHENSIVE
                                                                    NUMBER       AMOUNT     CAPITAL     COMPENSATION       LOSS
                                                                  ----------- ----------- ------------  ------------  -------------
<S>                                                               <C>         <C>         <C>           <C>           <C>
BALANCE, January 1, 2002......................................... 160,555,222 EURO 16,055 EURO 690,093  EURO (11,192) EURO      747
 Deemed contributions by LLC related to allocation of non-cash
    compensation charges.........................................           -           -       (1,518)          830              -
 Amortization of deferred compensation...........................           -           -            -         1,140              -
 Cumulative translation adjustment ..............................           -           -            -             -            313
 Net loss........................................................           -           -            -             -              -
                                                                  ----------- ----------- ------------  ------------  -------------
BALANCE, March 31, 2002.......................................... 160,555,222 EURO 16,055 EURO 688,575  EURO  (9,222) EURO    1,060
                                                                  =========== =========== ============  ============  =============

<Caption>
                                                                                                       TOTAL
                                                                   ACCUMULATED    TREASURY STOCK   COMPREHENSIVE
                                                                     DEFICIT          AT COST          LOSS              TOTAL
                                                                  -------------   --------------   -------------     ------------
<S>                                                               <C>             <C>              <C>               <C>
BALANCE, January 1, 2002......................................... EURO (558,234)  EURO   (15,553)  EURO (299,321)    EURO 121,916
 Deemed contributions by LLC related to allocation of non-cash
    compensation charges.........................................             -                -               -             (688)
 Amortization of deferred compensation...........................             -                -               -            1,140
 Cumulative translation adjustment ..............................             -                -             313              313
 Net loss........................................................       (28,032)               -         (28,032)         (28,032)
                                                                  -------------   --------------   -------------     ------------
BALANCE, March 31, 2002.......................................... EURO (586,266)  EURO   (15,553)  EURO  (27,719)    EURO  94,649
                                                                  =============   ==============   =============     ============
</Table>


   The accompanying notes are an integral part of these unaudited consolidated
                              financial statements.

                                        3
<Page>


                     COMPLETEL EUROPE N.V. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                          (STATED IN THOUSANDS OF EURO)



<Table>
<Caption>
                                                              THREE MONTHS ENDED    THREE MONTHS ENDED
                                                                MARCH 31, 2002        MARCH 31, 2001
                                                              ------------------    ------------------
<S>                                                           <C>                   <C>
 OPERATING ACTIVITIES:
   Loss from continuing operations..........................  EURO       (27,122)   EURO       (23,975)
   Adjustments to reconcile net loss to net cash flows
   provided by operating activities:
     Depreciation and amortization..........................               7,726                 5,321
     Non-cash compensation..................................                 451                (1,731)
     Restructuring, impairment and other charges............               3,873                     -
     Accretion of senior discount notes.....................               3,727                 3,153
     Amortization of deferred financing costs...............                 217                   447
     Foreign exchange loss..................................                 344                 5,526
     Changes in operating assets and liabilities:
       Increase in accounts receivable......................              (3,317)                 (684)
        Decrease (increase) in prepaid expenses,
         VAT receivables
         and other current assets...........................               4,875                (1,858)
       Decrease (increase) in other non-current assets......                 (15)                  216
       Increase in accrued liabilities and trade accounts
         Payable............................................               2,830                 8,474
       Change in net affiliate payables/
         receivables........................................               1,537                (1,605)
                                                              ------------------    ------------------
     Net cash used in continuing operations.................              (4,874)               (6,716)
     Net cash (used in) provided by discontinued
        operations..........................................               1,926                (2,926)
                                                              ------------------    ------------------

Net cash flows used in operating activities.................              (2,948)               (9,642)
                                                              ------------------    ------------------

INVESTING ACTIVITIES:
   Expenditures for property and equipment..................              (8,458)              (56,926)
   Decrease in network vendor payables......................             (14,056)               (2,404)
                                                              ------------------    ------------------
Net cash flows used in investing activities.................             (22,514)              (59,330)
                                                              ------------------    ------------------

 FINANCING ACTIVITIES:
   Proceeds from exercise of stock options..................                   -                    17
   Deferred financing costs.................................                   -                  (479)
                                                              ------------------    ------------------
Net cash flows used in financing activities                                    -                  (462)
                                                              ------------------    ------------------

   Effect of exchange rates on cash.........................                  15                   259
                                                              ------------------    ------------------

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS..............................................             (25,447)              (69,175)

CASH AND CASH EQUIVALENTS, beginning of
   period...................................................              81,613               361,698
                                                              ------------------    ------------------

CASH AND CASH EQUIVALENTS, end of period....................  EURO        56,166    EURO       292,523
                                                              ==================    ==================

SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Cash paid for interest.................................  EURO             -    EURO             -
     Cash paid for taxes....................................  EURO             -    EURO             -
</Table>


   The accompanying notes are an integral part of these unaudited consolidated
                              financial statements.

                                        4
<Page>


                     COMPLETEL EUROPE N.V. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) ORGANIZATION AND NATURE OF OPERATIONS

THE COMPANY'S BUSINESS AND FINANCIAL CONDITION

         CompleTel Europe N.V. ("CompleTel Europe") (together with its
wholly-owned subsidiaries, the "Company") is a Dutch holding company
incorporated on December 14, 1998. The Company is a facilities-based operator of
a technologically advanced, high-capacity, fiber optic communications
infrastructure. A facilities-based operator uses mainly its own
telecommunications facilities to provide services, in contrast with
non-facilities-based resellers who purchase the services of other providers and
then retail the services to customers.


         The Company provides telecommunications and Internet-related services
to business and government end-users, carriers and Internet service providers in
targeted metropolitan areas in France. It delivers these services primarily to
on-net customers directly connected to its fiber optic metropolitan area
networks, or MANs. The Company has MANs in nine areas in France, covering the
cities of: (1) Paris, (2) Lyon, (3) Marseille and Aix, (4) Lille, Roubaix and
Tourcoing, (5) Grenoble, (6) Toulouse, (7) Nice and Sophia-Antipolis, (8) Nantes
and (9) Strasbourg, Colmar and Mulhouse. The construction of the Company's MANs
was completed during the last quarter of 2001. The Company's MANs are connected
by its leased inter-city network.

         Since its inception, the Company has generated operating losses and
negative cash flow from its operating activities. The Company expects to
continue to experience operating losses and negative cash flows from operations
until it establishes a sufficient revenue-generating customer base. While the
Company is experiencing growth in its core retail activity in France, and
believes that this trend will continue, during 2001 and beginning of 2002 it
observed signs of general weakness in the European markets for carrier and
dial-up Internet access and Internet data center services. In light of these
adverse market conditions, the Company implemented reorganization and
restructuring measures in order to adjust its operations to foreseeable market
conditions, reducing ongoing operating expenses and capital outlays. In
particular, the Company implemented a major downsizing of its German operations
in view of the slowdown in German telecommunications markets (particularly in
the carrier and ISP segments). Further, in April 2002, in connection with its
planned recapitalization as described below, the Company decided to sell its
entire German operations, which sale was completed in early May 2002 (see Note
3, Discontinued Operations). In addition, faced with a significant downturn in
the web hosting market, linked to the collapse of the ".com" market and
installed hosting overcapacity in Europe, the Company decided to scale down the
Internet data center operations it had launched in France, Germany and the
United Kingdom. In France, the Company decided to integrate these activities
with its retail businesses, while in Germany and the United Kingdom the Company
has exited these markets by selling its entire operations in these countries in
May 2002.

         Having decided to concentrate its efforts solely in France, the Company
closed its London offices and simplified its corporate headquarters structure at
the end of the second quarter of 2002. The Company also launched ongoing
measures to further reduce its selling, general and administrative expenses in
its corporate headquarters functions and Internet data center operations.

         While the Company previously estimated its funding gap (that is, the
additional financing required to bring it to cash flow breakeven) to be
approximately EURO 60 million to EURO 90 million, in light of (i) the
anticipated elimination of interest payments upon the exchange or retirement of
the Company's outstanding debt securities pursuant to the recapitalization plan
described below, (ii) the cash savings from the sale of the Company's German and
UK operations and cost reductions at the Company's European headquarters, and
(iii) the lower cash requirements related to selling, general and

                                        5
<Page>

administrative expenses and capital expenditures resulting from the Company's
restructuring efforts, the Company currently estimates its funding gap to be
approximately EURO 30 million. The Company expects that, upon the completion of
the recapitalization plan described below, its existing cash balances and the
additional equity infusion, together with the anticipated cash flow from its
operations, will be sufficient to fully fund its restructured operations to cash
flow breakeven.

THE COMPANY'S RECAPITALIZATION PLAN

         On May 15, 2002, the Company signed an agreement (the "Restructuring
Agreement") in support of a recapitalization plan (the "Recapitalization") with
an ad hoc committee of holders of its 14% senior discount notes due 2009 and 14%
senior notes due 2010 (collectively, the "Notes"), constituting over 75% of the
Company's outstanding Notes and with Meritage Private Equity Funds ("Meritage")
and DeGeorge Telcom Holdings ("DeGeorge Telcom"), two of the Company's principal
shareholders. The Recapitalization will involve:


              -   a debt for equity swap in respect of the outstanding Notes,

              -   the return to the holders of the senior notes due 2010 of the
                  outstanding balance in the escrow account established to
                  provide funds for interest payments on these senior notes, and


              -



              -   equity investments at the closing of the Recapitalization of
                  approximately EURO 42.8 million, in the aggregate.



         MEANS OF IMPLEMENTATION. The Company decided to effect the
Recapitalization by means of a pre-arranged Netherlands composition proceeding
known as an AKKOORD, which requires, among other things, the approval of 75% of
the admitted creditors, by value. To avail itself of this proceeding, on May 29,
2002, CompleTel Europe N.V. filed with the Dutch bankruptcy court for protection
from its creditors. At the same time, it submitted to the Dutch court a
composition plan whereby the holders of the Notes would receive convertible
preferred B shares (the "Convertible Preferred B shares") and Ordinary shares as
described below. On June 24, 2002, the meeting of its creditors approved this
composition plan, which approval was confirmed by the Dutch court on September
4, 2002. The composition plan is binding on all of CompleTel Europe's
non-preferred unsecured creditors, which consist almost entirely of the holders
of its Notes. Any additional creditors existing at May 29, 2002, the effective
date of the suspension of payments order, are entitled to receive in respect of
their claims Convertible Preferred B shares and Ordinary shares under the same
terms as the holders of the Notes. The Company estimates that the aggregate
amount of these additional claims is immaterial and that the shares to be issued
in respect of these claims, if any, would constitute less than 1.0% of CompleTel
Europe's share capital that would be outstanding at the close of the
Recapitalization, scheduled to occur in the third week of September 2002. The
AKKOORD effectively eliminates the Company's outstanding indebtedness while
permitting its operating subsidiaries to continue operations without disruption.

         EXCHANGE OF THE NOTES FOR CONVERTIBLE PREFERRED B SHARES AND ORDINARY
SHARES. The outstanding Notes will be exchanged for Convertible Preferred B
shares and Ordinary shares together representing approximately 39% of CompleTel
Europe's share capital that the Company estimates would be outstanding at the
close of the Recapitalization (excluding the C shares described below). Pursuant
to the terms of the Company's 14% senior notes due 2010, the outstanding balance
in the escrow account established to provide funds for interest payments on
those notes in September 2002 (approximately EURO 16.8 million) was distributed
to holders of those notes.

         EQUITY INVESTMENT OF MERITAGE, DEGEORGE TELCOM AND CERTAIN NOTEHOLDERS
IN EXCHANGE FOR CONVERTIBLE PREFERRED SHARES AND ORDINARY SHARES. The
Recapitalization includes an equity investment of an aggregate of EURO 30
million by Meritage and DeGeorge Telcom in return for the

                                        6
<Page>

issuance of convertible preferred A shares (the "Convertible Preferred A
shares") and Ordinary shares, together representing approximately 40% of the
Company's share capital that the Company estimates would be outstanding at the
close of the Recapitalization (excluding the C shares). Meritage and DeGeorge
Telcom will also be issued, on a pro rata basis, a number of C shares that will
cause them to hold, at the close of the Recapitalization, the same number of
shares for voting purposes as the former holders of the Notes. In order to limit
the effect of the C shares strictly to the allocation of voting power, the C
shares are structured in a way that effectively gives them only nominal economic
value.

         In addition, certain of the holders of the senior notes due 2010 have
committed to make an equity investment of approximately EURO 9.9 million
(reflecting a reinvestment of a portion of the escrow funds to be released to
these holders) in return for the issuance of Convertible Preferred A share,
Convertible Preferred B shares and Ordinary shares, together representing
approximately 14% of CompleTel Europe's share capital that the Company estimates
would be outstanding at the close of the Recapitalization (excluding the C
shares).

         The Company will pay a dividend equal to 11% per annum, compounded
quarterly, calculated over an amount of EURO 2,010.00 per share to the holders
of Convertible Preferred A shares and Convertible Preferred B shares during the
period commencing July 1, 2004, and until their cancellation or conversion in
accordance with their terms. Assuming 21,313 Convertible Preferred A shares and
14,926 Convertible Preferred B shares are issued (that is, after giving effect
to the investment of EURO 42.8 million in equity investments that the Company
anticipates receiving at the closing of the Recapitalization, and after giving
effect to the 100-to-one reverse split of the Preferred shares) and that none of
the Convertible Preferred A shares and Convertible Preferred B shares are
converted or cancelled prior to July 1, 2004, the aggregate annual dividend
payable in respect of the Convertible Preferred A shares and Convertible
Preferred B shares would be approximately EURO 8.3 million commencing in 2005.

         In accordance with their respective terms, in the event of a
liquidation of CompleTel Europe, the Convertible Preferred A shares will rank
senior to the Convertible Preferred B shares, which, will rank senior to
CompleTel Europe's Ordinary shares. In addition, upon liquidation, the
Convertible Preferred A shares and Convertible Preferred B shares will be
entitled to receive, prior to any distribution in respect of the Ordinary
shares, an amount in cash equal to EURO 2010.00 per share (after giving effect
to the Company's intended reverse share splits), or approximately EURO 72.8
million in the aggregate. Furthermore, on August 20, 2002, CompleTel Europe's
extraordinary general meeting of shareholders adopted a resolution to authorize
the redemption, on July 1, 2007, of all of the Convertible Preferred A shares
and Convertible Preferred B shares to be issued as part of the Recapitalization,
in accordance with their terms. Upon the redemption of the Preferred shares,
their holders will be entitled to receive a redemption value of EURO 6,030.00
per share (after giving effect to the 100-to-one reverse split of the Preferred
shares). If at such time the Company does not have access to sufficient funds to
redeem all the then outstanding Preferred shares, the holders of Convertible
Preferred A shares shall have the right to receive EURO 2,010.00 per share.
After the Company similarly pays the holders of Convertible Preferred B shares,
the Company will distribute any remaining surplus proportionally to the holders
of Convertible Preferred A shares and Convertible Preferred B shares up to the
remaining balance of EURO 4,020.00 per share. Assuming 21,313 Convertible
Preferred A shares and 14,926 Convertible Preferred B shares are issued (after
giving effect to the 100-to-one reverse split of the Preferred shares) and that
none of the Convertible Preferred A shares and Convertible Preferred B shares
are converted prior to the redemption date, the aggregate redemption value due
on the Convertible Preferred A shares and Convertible Preferred B shares would
be approximately EURO 218.5 million.

         POTENTIAL ADDITIONAL EQUITY INVESTMENTS. The Restructuring Agreement
also contemplates that up to an additional EURO 3.3 million may be invested in
the form of the exercise of warrants for Ordinary shares (which warrants are to
be issued to the Company's existing shareholders), and that up to EURO 1.0
million may be invested by the Company's management and senior employees in
return for the

                                        7
<Page>

issuance of Convertible Preferred A shares and Ordinary shares. In the event
that warrants expire unexercised, the Company has undertaken to make the
Ordinary shares underlying those warrants available for subscription by the
holders of its Convertible Preferred A Shares and Convertible Preferred B
Shares. The Company has received a commitment from an institutional investor to
take up approximately 51% of these subscription rights, if they are offered.

         EFFECT ON SHARE OWNERSHIP AND SUPERVISORY BOARD COMPOSITION.
Post-Recapitalization, but without giving effect to the Company's warrant
offering, the Company anticipate that, the former holders of the Notes, Meritage
and DeGeorge Telcom would own, in the aggregate, approximately 97.5% of the
economic interests in the Company's share capital that would be outstanding at
the completion of the Recapitalization. The remaining shares (representing 2.5%
of the economic interests in the Company's share capital) would be held by the
Company's existing shareholders, other than Meritage and DeGeorge Telcom.






         CONDITIONS. The completion of the Recapitalization is subject to, among
other things:



     -   the approval of the Recapitalization by the Company's existing
         shareholders, which approval took place at the Company's extraordinary
         general meeting of shareholders held on August 20, 2002;

     -   the approval of at least 75% of the Company's admitted creditors, by
         value, which approval took place at the meeting of creditors held on
         June 24, 2002;

     -   the final sanction of the Dutch courts, which occurred on September 4,
         2002;

     -   the closure or sale of the Company's operations outside of France,
         which occurred in May 2002; and

     -   other customary conditions.


         The Company's Supervisory and Management Boards voted unanimously to
approve the Recapitalization.


         GOING CONCERN. The Company's ability to continue as a going concern is
dependent upon successful completion of the Recapitalization (or obtaining
alternative sources of financing if the Recapitalization is not complete). There
is no assurance that the Company will be able to effect the Recapitalization, or
that the Company will be able to secure alternative sources of financing if the
Recapitalization is not consummated. If the Company fails to effect the
Recapitalization, or to obtain sufficient alternative financing, it will cease
to be able to continue as a going concern and be forced into liquidation. In
that event, the Company anticipates, based on its internal analyses, that the
proceeds of the liquidation would not suffice to pay off its creditors and,
therefore, there would be nothing left for distribution to its shareholders. The
independent auditors' report on the Company's consolidated financial statements
for the year ended December 31, 2001, includes a paragraph that states that the
Company has been experiencing recurring losses from operations and expects to
fully utilize its existing cash resources by the end of the third quarter of
2002, which raises substantial doubt about its ability to continue as a going
concern.


                                        8
<Page>

(2) BASIS OF PRESENTATION


         GENERAL

         The accompanying interim unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States ("U.S. GAAP") for interim financial information and are in
the form prescribed by the U.S. Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP
for complete financial statements. The interim unaudited consolidated financial
statements should be read in conjunction with the audited financial statements
of the Company as of and for the year ended December 31, 2001. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. Certain amounts for prior periods have been reclassified to conform to the
current period presentation.


         The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.


         BASIC AND DILUTED LOSS PER ORDINARY SHARE

         For the three months ended March 31, 2002 and 2001, basic and diluted
loss per Ordinary share is comprised of the following:



<Table>
<Caption>
                                                     2002         2001
                                                 -----------  -----------
<S>                                              <C>          <C>
Loss from continuing operations................. EURO (0.17)  EURO (0.15)
Loss from discontinued operations...............      (0.01)       (0.11)
                                                 -----------  -----------
Basic and diluted loss per share................ EURO (0.18)  EURO (0.26)
                                                 ===========  ===========
</Table>



(3) DISCONTINUED OPERATIONS

         During 2001 and beginning of 2002 the Company observed signs of general
weakness in the European markets for carrier and dial-up Internet access and
Internet data center services. In light of these adverse market conditions, the
Company implemented reorganization and restructuring measures in order to adjust
its operations to foreseeable market conditions, reducing ongoing operating
expenses and capital outlays. In particular, as described in Note 9, the Company
implemented a major downsizing of its German operations in the fourth quarter of
2001 in view of the slowdown in German telecommunications markets (particularly
in the carrier and ISP segments). Finally, in April 2002, in connection with its
planned recapitalization as described in Note 1, the Company decided to sell its
entire German and U.K. operations.

         On May 10, 2002, the Company sold its German operations to a third
party. Pursuant to the agreement governing the terms of the sale, the Company
transferred to the buyer the entire share capital of CompleTel GmbH, which,
until the sale, was an indirect wholly-owned subsidiary of CompleTel Europe.
Furthermore, the Company agreed to acquire from CompleTel GmbH certain
transmission equipment for EURO 500,000. In addition, the Company agreed to
provide the buyer free support billing and financial IT services for a period of
up to 12 months after the sale. Following the sale of CompleTel GmbH, the
Company no longer operates or generates revenue in Germany. In connection with
the sale of its German operations, the Company entered into reciprocal
agreements for terminating traffic, which will allow the Company to service its
French customers that currently have, or will develop, operations in Germany.

                                        9
<Page>

         On May 15, 2002, the Company sold its U.K. operations to a third party.
Pursuant to the agreement governing the terms of the sale, the Company
transferred to the buyer the entire share capital of CompleTel UK Limited,
which, until the sale, was an indirect wholly-owned subsidiary of CompleTel
Europe. Following the sale of CompleTel U.K. Limited, the Company no longer
operates or generates revenue in the United Kingdom.

         The Company has accounted for these transactions in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). While SFAS 144
supercedes APB Opinion 30 "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," it retains the presentation of
discontinued operations but broadens that presentation to include a component of
an entity (rather than a segment of a business). In the sale transactions of
both the German operations and U.K. operations, both conditions of qualifying as
a component of an entity are met, that is, (a) the operations and cash flows of
the component have been eliminated from the ongoing operations of the Company as
a result of the disposal transaction, and (b) the Company will not have any
significant continuing involvement in the operations of the component after the
disposal transaction.

         The following table presents the components of discontinued operations,
as reflected in the accompanying unaudited consolidated statements of operations
(in thousands):



<Table>
<Caption>
                                                           THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------------
                                                            2002                 2001
                                                        ------------        -------------
  <S>                                                   <C>                 <C>
  Revenue.....................................          EURO  6,175         EURO   4,053
  Operating expenses..........................               (7,100)             (18,263)
                                                        ------------        -------------
       Operating loss.........................                 (925)             (14,210)
  Other income (expense)......................                   15               (2,417)
                                                        ------------        -------------
  Loss from discontinued operations...........          EURO   (910)        EURO (16,627)
                                                        ============        =============
</Table>



(4) PROPERTY AND EQUIPMENT


         Property and equipment includes network equipment, office furniture and
equipment, computer equipment and software, leasehold improvements, buildings
and construction in progress. These assets are stated at historical cost and are
being depreciated when ready for their intended use on a straight-line basis
over their estimated useful lives:

         Property and equipment consisted of the following (in thousands):


<Table>
<Caption>
                                                                                    MARCH 31,       DECEMBER 31,
                                                                                 -------------     -------------
                                                                                     2002              2001
                                                                                 -------------     -------------
<S>                                                                              <C>               <C>
Network equipment............................................................... EURO  280,630     EURO  276,206
Office furniture and equipment..................................................         3,757             3,602
Computer equipment and software.................................................         7,143             7,152
Leasehold improvements..........................................................         4,165             4,096
Materials and supplies ........................................................          5,525             5,525
Buildings.......................................................................           205               205
                                                                                 -------------     -------------

Property and equipment, in service..............................................       301,425           296,786
Less: accumulated depreciation..................................................       (60,462)          (49,573)
                                                                                 -------------     -------------

Property and equipment, in service, net.........................................       240,963           247,213
Construction in progress........................................................        35,292            30,594
                                                                                 -------------     -------------

Property and equipment, net..................................................... EURO  276,255     EURO  277,807
                                                                                 =============     =============
</Table>


                                       10
<Page>

         The Company capitalized approximately EURO 0.9 million and EURO 3.5
million of interest for the three months ended March 31, 2002 and 2001,
respectively.

         Expenditures for maintenance and repairs are expensed as incurred.





(5) RELATED PARTY TRANSACTIONS


EMPLOYEE LOANS


         In December 2000, the Company loaned William Pearson, its then
President and Chief Executive Officer, the principal amount of U.S.$1.5 million.
The principal amount, together with accumulated interest at the annual rate of
7% was secured by a pledge of 958,000 of Mr. Pearson's ordinary shares in the
Company and was originally scheduled to be due and payable on the earlier of
December 31, 2001, or 180 days after any termination of employment. Effective as
of December 11, 2001, the maturity date for this loan was extended to December
31, 2002, or 180 days after any termination of employment. As a result of Mr.
Pearson's resignation on February 22, 2002, the loan is currently due and
payable on August 19, 2002. However, Mr. Pearson has indicated that he is unable
to repay the full amount owed and has asserted that the loan was made to him
solely with recourse to the collateral. Accordingly, as a result of the current
fair market value of the collateral, reflecting the anticipated dilution to the
currently outstanding ordinary shares as part of the Company's planned
Recapitalization (see Note 1), the Company has recorded a EURO 1.9 million
reserve for the full loan amount and accrued interest. The Company intends to
fully pursue the collection of this loan.

         In April 2001, the Company granted Timothy Samples, its then Chief
Executive Officer ("CEO"), an incentive bonus, which was structured as a loan
agreement, pursuant to which the Company made a EURO 865,000 forgivable loan to
the CEO. The loan accrued interest at 6%, compounded quarterly, and became due
February 28, 2002. In accordance with its terms, the repayment of the loan
(including interest and reimbursement of associated tax liabilities) has been
forgiven by the Company, as the CEO was still employed by the Company. The
charge related to the forgiveness of this loan has been included in selling,
general and administrative expense in the accompanying 2001 statement of
operations.

(6) INDEBTEDNESS


         Long-term debt consists of the following (in thousands):


<Table>
<Caption>
                                                                                        MARCH 31          DECEMBER 31
                                                                                      -------------      ------------
                                                                                          2002               2001
                                                                                      -------------      ------------
      <S>                                                                             <C>                <C>
      14% Senior Discount Notes, face amount $120.5 million, due 2009, effective
          interest rate of 15.1%, converted to euro at March 31, 2002 and
          December 31, 2001 at exchange rates of 0.8702 and 0.8901,
          respectively...........................................................     EURO  104,093      EURO  99,333
      14% Senior Notes, due 2010.................................................           121,870           121,870
      Other long-term debt.......................................................             6,387             6,532
                                                                                      -------------      ------------
                                                                                      EURO  232,350      EURO 227,735
                                                                                      =============      ============
</Table>



(7) COMMITMENTS AND CONTINGENCIES


LEGAL PROCEEDINGS


         The syndicate of co-owners of a building in which CompleTel SAS
installed certain telecommunications equipment, brought an action against the
Company before the Tribunal de Grande Instance of Paris alleging that the
equipment was installed without obtaining the necessary

                                       11
<Page>

authorizations and caused noise disturbances in the building. On May 11, 2001,
the tribunal issued a decision, following a preliminary injunction hearing (a)
ordering the Company to restore the premises to their original state, and (b)
appointing an expert with the mandate of determining the liability, if any, the
damages sustained, if any, and the work which the Company may have to undertake
with respect to the equipment to cease the disturbances. The Company appealed
against this decision and the proceeding is currently in progress. The Company
has taken measures to reduce the noise disturbances and is also involved in
discussions to settle this matter out of court, but there can be no assurance
that the Company will be able to reach a settlement. If the negotiations to
settle out of court are unsuccessful, the Company may be required to move the
equipment and may be required to do so in a short period of time. In such an
event, the Company could suffer disturbances to its network, which could have an
impact on its activities. Although at this stage the Company is not in a
position to predict the outcome of the negotiations, the Company estimates that
the costs of either moving the equipment or settling this dispute would not have
a material adverse effect on its financial condition or results of operations.


         The Company is not party to any other pending legal proceedings that it
believes would, individually or in the aggregate, have a material adverse effect
on its financial condition or results of operations.





(8) SEGMENT REPORTING


         Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131"), establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. Operating segments are components of
an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.





         Historically, management has evaluated the Company's development
efforts and results according to the geographic location of its markets in
France, Germany and the UK. The key operating performance measures used by
management in this evaluation include revenue growth and a measure the Company
refers to as "Adjusted EBITDA." In calculating Adjusted EBITDA, the Company
excludes (in addition to interest, taxes, depreciation and amortization)
non-cash compensation charges and foreign exchange loss and other expenses,
including restructuring, impairment and other charges, as well as other
non-recurring operating expenses. The Company believes that Adjusted EBITDA
provides both management and investors with a measure of operating results that
is unaffected by the financing and accounting effects of gains and losses that
are either of a non-recurring nature or are not closely related to the
performance of its core business.

         Adjusted EBITDA is not derived pursuant to generally accepted
accounting principles and therefore should not be considered as an alternative
to operating income (loss), as an alternative to cash flows from operating
activities, or as a measure of liquidity. Furthermore, the Company is not aware
of any uniform standards for determining Adjusted EBITDA. Presentations of
Adjusted EBITDA may not be calculated consistently by different companies in the
same or similar businesses. As a result, the Company's reported Adjusted EBITDA
may not be comparable to similarly titled measures used by other companies






         As discussed in Note 3, the Company sold and discontinued its
operations in Germany and the United Kingdom in May 2002. Consequently, the
Company currently operates in a single geographic segment. Presented below, is
certain financial information concerning the Company's performance in France,
the Company's sole geographic segment. In addition, the tables below include
certain financial information concerning CompleTel Europe and Others. This
information includes costs that consist of the Company's corporate headquarters,
including IT expenses and assets, including primarily cash, property and
equipment.

                                       12
<Page>

         As of and for the three months ended March 31, 2002 (euro, in
thousands):



<Table>
<Caption>
                                                                          COMPLETEL
                                                        COMPLETEL        EUROPE AND
                                                           FRANCE             OTHER            TOTAL
                                                        ---------        ----------          -------
         <S>                                              <C>               <C>              <C>
         Revenue:
             Retail: voice                                 11,742                 -           11,742
             Retail: Internet & data                        3,230                 -            3,230
                                                        ---------        ----------          -------
           Total Retail                                    14,972                 -           14,972
           Carrier                                          3,590                 -            3,590
           ISP                                              3,787                 -            3,787
           Hosting                                            602                 -              602
                                                        ---------        ----------          -------
             Total                                         22,951                 -           22,951
         Adjusted EBITDA                                   (4,034)           (3,959)          (7,993)
         Depreciation and amortization                                                        (7,726)
         Interest expense, not of interest income                                             (6,898)
         Foreign exchange gain/loss and other expense                                           (181)
         Non-cash compensation charges                                                          (451)
         Restructuring, impairment and other changes                                          (3,873)
                                                                                             -------
         Net loss from continuing operations                                                 (27,122)

         Total long-lived assets, net                     238,375            37,880          276,255
         Total assets                                     286,261           135,350          421,611
         Expenditures for long-lived Assets                 8,215               648            8,863
</Table>






As of and for the three months ended March 31, 2001 (in thousands):



<Table>
<Caption>
                                                                          COMPLETEL
                                                        COMPLETEL        EUROPE AND
                                                           FRANCE             OTHER            TOTAL
                                                        ---------        ----------          -------
         <S>                                              <C>               <C>              <C>
         Revenue:
             Retail: voice......................            5,178                 -            5,178
             Retail: Internet & data............            1,431                 -            1,431
                                                        ---------        ----------          -------
           Total Retail.........................            6,609                 -            6,609
           Carrier..............................            1,822                 -            1,822
           ISP..................................            6,824                 -            6,824
           Hosting..............................              348                 -              348
                                                        ---------        ----------          -------
             Total .............................           15,603                 -           15,603
         Adjusted EBITDA........................           (8,987)           (5,320)         (14,307)
         Depreciation and amortization                                                        (5,321)
         Interest expense, net of interest income                                             (2,975)
         Foreign exchange gain/loss and other expense                                         (3,103)
         Non-cash compensation charges                                                         1,731
         Restructuring, impairment and other changes                                              --
                                                                                             -------
         Net loss from continuing operations                                                 (23,975)

         Total long-lived assets, net...........          180,266           165,957          346,223
         Total assets...........................          224,435           568,340          792,775
         Expenditures for long-lived assets.....           29,105             3,996           33,101
</Table>






(9) RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES

         In connection with the Company's restructuring efforts during the
second half of 2001, the Company recognized approximately EURO 6.0 million in
restructuring and impairment charges in its continuing operations for the year
ended December 31, 2001. In addition, the Company recognized, during that
period, restructuring and impairment charges, totaling EURO 158.5 million, in
its discontinued operations in Germany and the United Kingdom (See Note 3).
These charges consist of the following (in millions):



<Table>
               <S>                                                                       <C>
               Write-down of German and United Kingdom assets.....................       EURO  142.7
               Write-down of materials and supplies...............................               6.0
               Restructuring charges(1)...........................................              15.8
                                                                                         -----------
               Total..............................................................       EURO  164.5
                                                                                         ===========
</Table>


----------





----------
         (1)  Includes EURO 6.0 million of restructuring charges recognized by
              CompleTel Europe and its French operations and reflected in loss
              from continuing operations.

                                       13
<Page>

         For the first three months of 2002, the Company recognized
approximately EURO 3.9 million of restructuring and other charges in its
continuing operations. These charges consist of the following (in millions):



<Table>
              <S>                                                             <C>
              Restructuring charges.......................................    EURO  2.0
              Other charges...............................................          1.9
                                                                              ---------
              Total.......................................................    EURO  3.9
                                                                              =========
</Table>



IMPAIRMENT CHARGES

         In light of adverse market conditions and the Company's efforts to
reduce its ongoing operating expenses and capital outlays, in the fourth quarter
of 2001 the Company decided to significantly scale-back its operations in
Germany and exit the market in the United Kingdom. As a result of its decision,
and in light of the adverse conditions in these markets, the Company determined,
in accordance with its policy relating to recoverability of long-lived assets,
that it was unlikely to recover its investment in these assets (whether by
utilizing these assets in its business or through disposition) and thus, that
the values of its German and U.K. assets (comprising network property and
equipment, including switches, network plant, customer access equipment and
operational support systems) were impaired as of December 31, 2001. Accordingly,
the Company recorded total charges of EURO 142.7 million to write-down the
carrying values of these assets to their estimated fair market values using a
discounted cash flow approach. These charges are included in discontinued
operations, as discussed further in Note 3.

         In addition, as a result of its decision to significantly scale-back
operations in Germany, the Company had materials and supplies in excess of what
it needed in order to complete construction of its networks under its revised
business plan. Accordingly, the Company revalued these excess materials and
supplies, resulting in the write-down of all these excess materials and supplies
to the lower of cost or market value, as of December 31, 2001.

RESTRUCTURING CHARGES






         The restructuring charges relate primarily to severance costs
associated with the reductions in the size of the Company's workforce in France,
Germany and the United Kingdom during 2001, and charges incurred as a result of
lease terminations and the renegotiation of interconnection agreements in
connection with the Company's decision to significantly scale-back its
operations in Germany and to exit the market in the United Kingdom.

         The restructuring charges, since the Company began its restructuring
efforts in June 2001 through March 31, 2002, can be detailed as follows (in
thousands):


                                       14

<Page>

SUMMARY OF RESTRUCTURING CHARGES


<Table>
<Caption>
                                                                                         EUROPE HQ
                                                                                            AND
                                     FRANCE             GERMANY(5)          UK(5)          OTHER            TOTAL
                                ----------------     ---------------   --------------   --------------   -------------
<S>                             <C>                  <C>               <C>              <C>              <C>
Severance (1)                   EURO       1,411     EURO      2,416   EURO       527   EURO     2,346   EURO    6,700
Facilities and Network (2)                 1,558               3,160              992                -           5,710
Other (3)                                     20                 601               50            4,565           5,236
                                ----------------     ---------------   --------------   --------------   -------------
                                           2,989               6,177            1,569            6,911          17,646
Paid through March 31, 2002                1,994               4,736            1,094            2,518          10,342
                                ----------------     ---------------   --------------   --------------   -------------

Accrual balance,
 March 31, 2002(4)              EURO         995     EURO      1,441   EURO       475   EURO     4,393   EURO    7,304
                                ================     ===============   ==============   ==============   =============
</Table>


----------
   (1)    Severance charges relate to estimated termination salaries and
          benefits in connection with the termination of employees, related
          outplacement fees and other related benefits.

   (2)    Facilities and network charges relate to costs to terminate or
          renegotiate facilities and equipment leases and interconnection
          agreements.

   (3)    Other charges primarily relate to legal and consulting costs expected
          to be incurred in connection with the restructuring.


   (4)    Outstanding accruals are expected to be paid prior to December 31,
          2002.

   (5)    Restructuring charges for the Company's former operations in Germany
          and the United Kingdom are included in discontinued operations (see
          Note 3).



OTHER CHARGES

         Other charges of EURO 1.9 million are related to a reserve made in
connection with the decrease in value of the collateral for a loan extended by
the Company to William Pearson, its former President and Chief Executive
Officer, as described in Note 5.

(10)     NEW ACCOUNTING STANDARDS

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations"
("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 requires the use of the purchase method of accounting for all
business combinations initiated after June 30, 2001. SFAS 142 requires
intangible assets to be recognized if they arise from contractual or legal
rights or are "separable", i.e., it is feasible that they may be sold,
transferred, licensed, rented, exchanged or pledged. As a result, it is likely
that more intangible assets will be recognized under SFAS 142 than its
predecessor, APB Opinion No. 16, although in some instances previously
recognized intangibles will be subsumed into goodwill.

         Under SFAS 142, goodwill will no longer be amortized on a straight-line
basis over its estimated useful life, but will be tested for impairment on an
annual basis and whenever indicators of impairment arise. The goodwill
impairment test, which is based on fair value, is to be performed on a reporting
unit level. A reporting unit is defined as a SFAS No. 131 (see Note 8) operating
segment or one level lower. Goodwill will no longer be allocated to other
long-lived assets for impairment testing

                                       15
<Page>

under SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." Additionally, goodwill on equity method
investments will no longer be amortized; however, it will continue to be tested
for impairment in accordance with APB Opinion No. 18, "The Equity Method of
Accounting for Investments in Common Stock." Under SFAS 142, intangible assets
with indefinite lives will not be amortized. Instead, they will be carried at
the lower of cost or market value and be tested for impairment at least
annually. All other recognized intangible assets will continue to be amortized
over their estimated useful lives.

         The Company adopted SFAS 141 and 142 effective January 1, 2002.
Accordingly, the Company discontinued amortizing its remaining balance of
goodwill of approximately EURO 5.8 million effective January 1, 2002. The
Company does not anticipate that the adoption of these statements will have a
material impact on its results of operations, its financial position or its cash
flows.

         The goodwill amortization expense and net loss of the Company for the
three months ended March 31, 2002 and 2001 are as follows (in thousands):



<Table>
<Caption>
                                                               THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------------------
                                                               2002               2001
                                                        ---------------------------------------
<S>                                                              <C>                    <C>
Reported net loss                                                (28,032)               (40,602)

     Add back: goodwill amortization.................                  -                     81

                                                        ----------------        ---------------
Adjusted net loss ...................................            (28,032)               (40,521)
                                                        ================        ===============

Reported net loss per share..........................              (0.18)                 (0.26)

                                                        ----------------        ---------------
Adjusted net loss per share..........................              (0.18)                 (0.26)
                                                        ================        ===============
</Table>



         The carrying amount of the Company's licenses as of March 31, 2002, was
approximately EURO 1.6 million, with corresponding accumulated amortization of
approximately EURO 0.3 million. The carrying amount of the Company's goodwill as
of March 31, 2002, was approximately EURO 5.8 million.

         In June 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143
establishes accounting requirements for retirement of obligations associated
with tangible long-lived assets, including (1) the timing of the liability
recognition, (2) initial measurement of the liability, (3) allocation of cost to
expense, (4) subsequent measurement of the liability, and (5) related financial
statement disclosure. SFAS 143 requires that the fair value of the liability for
an asset retirement obligation be recognized in the period during which it is
incurred, if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying value of the
asset and depreciated over life of the associated asset. SFAS 143 requires the
Company to measure changes in the liability for an asset retirement obligation
due to the passage of time by applying an interest method of allocation to the
amount of the liability at the beginning of a reporting period. The interest
rate used to measure that change is the credit-adjusted-risk-free rate that
existed when the liability was initially measured. Finally, SFAS 143 requires
such changes in liability for asset retirement obligations to be recognized as
an increase in the carrying amount of the liability and as an expense classified
as an operating item in the statement of income. SFAS 143 applies to fiscal
years beginning after June 15, 2002. The Company does not anticipate that the
adoption of SFAS 143 will have a material impact on its results of operations,
its financial position, or its cash flows.


         In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 establishes a single accounting model for long-lived assets to
be disposed of by sale consistent with the fundamental provisions of SFAS 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived

                                       16
<Page>

Assets to be Disposed of." While it supersedes APB Opinion 30 "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," it retains the presentation of discontinued operations but
broadens that presentation to include a component of an entity (rather than a
segment of a business). However, discontinued operations are no longer recorded
at net realizable value and future operating losses are no longer recognized
before they occur. Under SFAS 144 there is no longer a requirement to allocate
goodwill to long-lived assets to be tested for impairment. SFAS 144 also
establishes a probability weighted cash flow estimation approach to deal with
situations in which there is a range of cash flows that may be generated by the
asset being tested for impairment. SFAS 144 also establishes criteria for
determining when an asset should be treated as held for sale.


         SFAS 144 is effective for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years, with early application
encouraged. The provisions of the Statement are generally to be applied
prospectively. Other than the restatement of the Company's financial statements
to report in discontinued operations the results of its German and U.K.
operations, which were disposed of in May 2002, the adoption of SFAS 144 on
January 1, 2002 did not have a material impact on the Company's results of
operations, financial position, or cash flows.

         In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
SFAS 4 "Reporting Gains and Losses from Extinguishment of Debt" and also amends
other existing authoritative pronouncements to make various technical
corrections, clarify meanings or describe their applicability under changed
conditions. SFAS 145 applies to fiscal years beginning after May 15, 2002. The
Company anticipates that the adoption of SFAS 145 will not have a material
impact on its results of operations, financial position, or cash flows.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


GENERAL

         All assumptions, anticipations, expectations and forecasts contained in
the following discussion regarding our future business plans and products and
services, financial results, Adjusted EBITDA forecasts, performance, and the
telecommunications industry and operating environment, and future events are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements are generally identified by the use of
forward-looking words such as "plan", "estimate", "believe", "expect",
"anticipate", "will", "should" and "may" or other variations of such terms, or
by discussion of strategy that involves risks and uncertainties. The
forward-looking statements contained herein represent a good-faith assessment of
our future performance for which we believe there is a reasonable basis. These
forward-looking statements represent our view only as of the dates they are
made, and we disclaim any obligation to update forward-looking statements
contained herein, except as may be otherwise required by law. The
forward-looking statements contained in this report involve known and unknown
risks, uncertainties and other factors that could cause our actual future
results, performance and achievements to differ materially from those forecasted
or suggested herein. The most important of such factors is our potential
inability to effect our recapitalization plan on the terms described in this
report. With respect to revenue forecasts, such factors include, but are not
limited to: (a) decline in demand for our telecommunications services; (b)
pricing pressures from our direct competitors as well as from providers of
alternative services; (c) failures, shutdowns or service disturbances with
respect to our networks; (d) worsening carrier and Internet data market
weakness; (e) major changes in market conditions and (f) completion of any
acquisition or disposition transactions. In addition to these risks, Adjusted
EBITDA forecasts and other forward-looking information in this report are
subject to such risks as: (a) unforeseen delays or increased expenditures
incurred in the construction of our customer connections and network upgrades;
(b) our inability to develop and maintain efficient operations support; (c)
regulatory developments adverse to us or difficulties we may face in maintaining
necessary telecommunications licenses or other governmental approvals; and (d)
our inability to obtain required financing on

                                       17
<Page>

satisfactory terms. For a more detailed discussion of such risks affecting us,
please refer to our prospectuses and annual reports filed with the U.S.
Securities and Exchange Commission.

         All statements made herein are accurate only as of the date of filing
this Form 10-Q with the U.S. Securities and Exchange Commission and may be
relied upon only as of that date. Unless otherwise indicated, all share numbers
reflect the five-for-one split effected on February 25, 2000.

         In connection with the sale of our German and U.K. operations in May
2002 (see Note 3), we have restated our financial statements to report these
operations' results in discontinued operations, in accordance with Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." Unless indicated otherwise, the following
discussion refers only to our consolidated financial statements, as amended, and
not to our previously filed financial statements. In particular, operating
results presented in the following discussion the operating results of our
continuing operations in France. The operating results of our German and U.K.
operations are included in discontinued operations for all periods presented.


OVERVIEW


OUR BUSINESS AND FINANCIAL CONDITION.

         We are a facilities-based operator of a technologically advanced,
high-capacity, fiber optic communications infrastructure. We provide
telecommunications and Internet-related services to business and government
end-users, carriers and Internet service providers in targeted metropolitan
areas in France. We deliver these services primarily to on-net customers
directly connected to our fiber optic metropolitan area networks, or MANs. We
have MANs in nine areas in France, covering the cities of: (1) Paris, (2) Lyon,
(3) Marseille and Aix, (4) Lille, Roubaix and Tourcoing, (5) Grenoble, (6)
Toulouse, (7) Nice and Sophia-Antipolis, (8) Nantes and (9) Strasbourg, Colmar
and Mulhouse. The construction of our MANs was completed during the last quarter
of 2001. Our MANs are connected by our leased inter-city network.

         We were incorporated in December 1998. Through a series of transactions
in January 1999, we became the holding company for our telecommunications
businesses, which commenced in January 1998 when CompleTel LLC, our then
ultimate parent, was formed. We accounted for these transactions as a
reorganization of entities under common control, similar to a pooling of
interests. Accordingly, our historical results of operations are presented as if
we had been legally formed on January 8, 1998 and had performed all competitive
local exchange carrier related development activities since CompleTel LLC's
inception.

         We have generated operating losses and negative cash flow from our
operating activities to date, and we expect to continue to experience operating
losses and negative cash flows from operations until we establish a sufficient
revenue-generating customer base. We are experiencing growth in our core retail
activity in France, and believe that this trend will continue. However, during
2001 and the beginning of 2002, we observed signs of general weakness in the
European markets for carrier and dial-up Internet access and Internet data
center services. In light of these adverse market conditions, we implemented
reorganization and restructuring measures to adjust our operations to
foreseeable market conditions, reducing ongoing operating expenses and capital
outlays. In particular, in the last quarter of 2001, we implemented a major
downsizing of our German operations in view of the slowdown in German
telecommunications markets (particularly in the carrier and ISP segments). This
restructuring significantly reduced our operating expenses and capital outlays.
Further, in April 2002, in connection with our Recapitalization as described
below, we decided to sell our entire German operations. We completed this sale
in early May 2002. In addition, faced with a significant downturn in the web
hosting market, linked to the collapse of the ".com" market and installed
hosting overcapacity in Europe, we decided to scale down the Internet data
centers operations we had launched in France, Germany and the United Kingdom. In
France, we decided to

                                       18
<Page>

integrate these activities with our retail businesses, while in Germany and the
United Kingdom, we have exited these markets by selling our entire operations in
these countries in May 2002.

         Having decided to concentrate our efforts solely in France, we closed
our London office and simplified our corporate headquarters structure at the end
of the second quarter of 2002. We also launched ongoing measures to further
reduce our selling, general and administrative expenses in our corporate
headquarters functions and Internet data center operations.

         While we previously estimated our funding gap (that is, the additional
financing required to bring us to cash flow breakeven) to be approximately EURO
60 million to EURO 90 million, based on (i) the anticipated elimination of
interest payments upon the exchange or retirement of our outstanding debt
securities pursuant to the recapitalization plan described below, (ii) the cash
savings from the sale of our German and UK operations and cost reductions at our
European headquarters, and (iii) the lower cash requirements related to selling,
general and administrative expenses and capital expenditures resulting from our
restructuring efforts, we currently estimate our funding gap to be approximately
EURO 30 million. We expect that, upon the completion of the recapitalization
plan described below, our existing cash balances and the additional equity
infusion, together with the anticipated cash flow from our operations, will be
sufficient to fully fund our restructured operations to cash flow breakeven.

         OUR RECAPITALIZATION PLAN

         On May 15, 2002, we signed an agreement (the "Restructuring Agreement")
in support of a recapitalization plan (the "Recapitalization") with an ad hoc
committee of holders of our 14% senior discount notes due 2009 and 14% senior
notes due 2010 (collectively, the "Notes"), constituting over 75% of our
outstanding Notes and with Meritage Private Equity Funds ("Meritage") and
DeGeorge Telcom Holdings ("DeGeorge Telcom"), two of our principal shareholders.
The Recapitalization will involve:



              -   a debt for equity swap in respect of our outstanding Notes,


              -   the return to the holders of the senior notes due 2010 of the
                  outstanding balance in the escrow account established to
                  provide funds for interest payments on these senior notes, and


              -

              -   equity investments at the close of the Recapitalization of
                  approximately EURO 42.8 million in the aggregate.



         MEANS OF IMPLEMENTATION. We decided to effect the Recapitalization by
means of a pre-arranged Netherlands composition proceeding known as an AKKOORD,
which requires, among other things, the approval of 75% of our admitted
creditors, by value. To avail ourselves of this proceeding, on May 29, 2002, we
filed with the Dutch bankruptcy court for protection from our creditors. At the
same time, we submitted to the Dutch court a composition plan whereby the
holders of the Notes would receive Convertible Preferred B shares and Ordinary
shares as described below. On June 24, 2002, the meeting of our creditors
approved this composition plan, which approval was confirmed by the Dutch court
on September 4, 2002. The composition plan is binding on all our non-preferred
unsecured creditors, which consist almost entirely of the holders of our Notes.
Any additional creditors existing at May 29, 2002, the effective date of the
suspension of payments order, are entitled to receive in respect of their claims
Convertible Preferred B and Ordinary shares under the same terms as the holders
of our Notes. We estimate that the aggregate amount of these additional claims
is immaterial and that the shares to be issued in respect of these claims, if
any, would constitute less than 1.0% of our share capital that would be
outstanding at the close of our Recapitalization, scheduled to occur in the
third week of September 2002. The AKKOORD effectively eliminates our outstanding
indebtedness while permitting our operating subsidiaries to continue operations
without disruption.

                                       19
<Page>

         EXCHANGE OF THE NOTES FOR CONVERTIBLE PREFERRED B SHARES AND ORDINARY
SHARES. The outstanding Notes will be exchanged for Convertible Preferred B
shares and Ordinary shares together representing approximately 39% of our share
capital that we estimate would be outstanding at the close of the
Recapitalization (excluding the C shares described below). Pursuant to the terms
of our 14% senior notes due 2010, the outstanding balance in the escrow account
established to provide funds for interest payments on those notes (approximately
EURO 16.8 million) was distributed to holders of those notes in September 2002.

         EQUITY INVESTMENT OF MERITAGE, DEGEORGE TELCOM AND CERTAIN NOTEHOLDERS
IN EXCHANGE FOR CONVERTIBLE PREFERRED SHARES AND ORDINARY SHARES. The
Recapitalization includes an equity investment of an aggregate of EURO 30
million by Meritage and DeGeorge Telcom in return for the issuance of
convertible preferred A shares (the "Convertible Preferred A Shares") and
Ordinary shares, together representing approximately 40% of our share capital
that we estimate would be outstanding at the close of the Recapitalization
(excluding the C shares). Meritage and DeGeorge Telcom will also be issued, on a
pro rata basis, a number of C shares that will cause them to hold, at the
closing of the Recapitalization, the same number of shares for voting purposes
as the former holders of the Notes. In order to limit the effect of the C shares
strictly to the allocation of voting power, the C shares are structured in a way
that effectively gives them only nominal economic value.

         In addition, certain of the holders of the senior notes due 2010 have
committed to make an equity investment of approximately EURO 9.9 million
(reflecting a reinvestment of a portion of the escrow funds to be released to
these holders) in return for the issuance of Convertible Preferred A shares,
Convertible Preferred B shares and Ordinary shares, together representing
approximately 14% of our share capital that we estimate would be outstanding at
the close of the Recapitalization (excluding the C shares).

         We will pay a dividend equal to 11% per annum, compounded quarterly,
calculated over an amount of EURO 2,010.00 per share to the holders of
Convertible Preferred A shares and Convertible Preferred B shares during the
period commencing July 1, 2004, and until their cancellation or conversion in
accordance with their terms. Assuming 21,313 Convertible Preferred A shares and
14,926 Convertible Preferred B shares are issued (that is, after giving effect
to the investment of EURO 42.8 million in equity investments that we anticipate
receiving at the closing of our Recapitalization, and after giving effect to the
intended 100-to-one reverse split of the Preferred shares) and that none of the
Convertible Preferred A shares and Convertible Preferred B shares are converted
or cancelled prior to July 1, 2004, the aggregate annual dividend payable in
respect of the Convertible Preferred A shares and Convertible Preferred B shares
would be approximately EURO 8.3 million commencing in 2005.

         In accordance with their respective terms, in the event of a
liquidation of our holding company, CompleTel Europe N.V., the Convertible
Preferred A shares will rank senior to the Convertible Preferred B shares,
which, will rank senior to our Ordinary shares. In addition, upon liquidation,
the Convertible Preferred A shares and Convertible Preferred B shares will be
entitled to receive, prior to any distribution in respect of the Ordinary
shares, an amount in cash equal to EURO 2010.00 per share (after giving effect
to our intended reverse share splits), or approximately EURO 72.8 million in the
aggregate. Furthermore, on August 20, 2002, the extraordinary general meeting of
our shareholders adopted a resolution to authorize the redemption, on July 1,
2007, of all of the Convertible Preferred A shares and Convertible Preferred B
shares to be issued as part of the Recapitalization, in accordance with their
terms. Upon the redemption of the Preferred shares, their holders will be
entitled to receive a redemption value of EURO 6,030.00 per share (after giving
effect to the 100-to-one reverse split of the Preferred shares). If at such time
we do not have access to sufficient funds to redeem all the then outstanding
Preferred shares, the holders of Convertible Preferred A shares shall have the
right to receive EURO 2,010.00 per share. After we similarly pay the holders of
Convertible Preferred B shares, we will distribute any remaining surplus
proportionally to the holders of Convertible Preferred A shares and Convertible
Preferred B shares up to the remaining balance of EURO 4,020.00 per share.
Assuming 21,313 Convertible Preferred A shares and 14,926 Convertible Preferred
B shares are issued (after giving effect to the 100-to-one reverse split of the
Preferred

                                       20
<Page>

shares) and that none of the Convertible Preferred A shares and Convertible
Preferred B shares are converted prior to the redemption date, the aggregate
redemption value due on the Convertible Preferred A shares and Convertible
Preferred B shares would be approximately EURO 218.5 million.

         POTENTIAL ADDITIONAL EQUITY INVESTMENT. The Restructuring Agreement
also contemplates that up to an additional EURO 3.3 million may be invested in
the form of the exercise of warrants for Ordinary shares (which warrants are to
be issued to our existing shareholders), and that up to EURO 1.0 million may be
invested by our management and senior employees in return for the issuance of
Convertible Preferred A shares and Ordinary shares. In the event that warrants
expire unexercised, we have undertaken to make the Ordinary shares underlying
those warrants available for subscription by the holders of our Convertible
Preferred A Shares and Convertible Preferred B Shares. We have received a
commitment from an institutional investor to take up approximately 51% of these
subscription rights, if they are offered.

         EFFECT ON SHARE OWNERSHIP AND SUPERVISORY BOARD COMPOSITION.
Post-Recapitalization, but without giving effect to our warrant offering, we
anticipate that, the former holders of our Notes, Meritage and DeGeorge Telcom
would own, in the aggregate, approximately 97.4% of the economic interests in
our share capital that would be outstanding at the completion of the
Recapitalization. The remaining shares (representing 2.6% of the economic
interests in our share capital) would be held by our existing shareholders,
other than Meritage and DeGeorge Telcom.






         CONDITIONS. The completion of the Recapitalization is subject to, among
other things:

     -   the approval of the Recapitalization by our existing shareholders,
         which approval took place at the extraordinary general meeting of our
         shareholders held on August 20, 2002;

     -   the approval of at least 75% of our admitted creditors, by value, which
         approval took place at the meeting of creditors held on June 24, 2002;

     -   the final sanction of the Dutch courts, which occurred on September 4,
         2002;

     -   the closure or sale of our operations outside of France, which occurred
         in May 2002; and

     -   other customary conditions.


         Our Supervisory and Management Boards voted unanimously to approve the
Recapitalization.





         GOING CONCERN. Our ability to continue as a going concern is dependent
upon successful completion of the Recapitalization (or obtaining alternative
sources of financing if the Recapitalization is not complete). There is no
assurance that we will be able to effect the Recapitalization, or that we will
be able to secure alternative sources of financing if the Recapitalization is
not consummated. If we fail to effect the Recapitalization, or to obtain
sufficient alternative financing, we will effectively cease to be able to
conduct our business and be forced into liquidation. In such event, we
anticipate, based on our internal analyses, that the proceeds of the liquidation
would not suffice to pay off our creditors and, therefore, there would be
nothing left for distribution to our shareholders. The independent auditors'
report on our consolidated financial statements for the year ended December 31,
2001, includes a paragraph that states that we have been experiencing recurring
losses from operations and expect to fully utilize our existing cash resources
by the end of the third quarter of 2002, which raises substantial doubt about
our ability to continue as a going concern.


REVENUE

                                       21
<Page>

         Our revenue consists of revenue from three principal categories of
service offerings, as follows:

         RETAIL SERVICES


         We generate revenue from the voice, data and Internet services we
provide primarily to our directly connected retail customers. We expect revenue
from retail services to represent an increasing percentage of our overall
revenue.

         -    VOICE SERVICES. We derive substantially all our voice revenue from
              the switched voice communications services we provide to customers
              directly connected to our network through our owned fiber and
              leased lines. A small portion of our voice revenue is derived,
              however, from off-net sites of customers who are otherwise
              connected to our network, or, from customers awaiting completion
              of their connection to our network. Voice revenue is based
              primarily on traffic minutes billed. Revenue from voice products
              accounted for EURO 11.8 million, or approximately 51% of our total
              revenue for the three months ended March 31, 2002, compared to
              EURO 5.2 million, or approximately 33% of our total revenue for
              the corresponding period in 2001.

         -    DATA AND INTERNET SERVICES. We derive revenue from the local
              dedicated access and private line services we provide customers
              for data connections over our MANs. This revenue is based
              primarily on transmission capacity provided. We also derive
              revenue by providing high-capacity Internet access and related
              Internet services in each of the areas in which our MANs operate.
              Revenue from these services accounted for EURO 3.2 million, or
              approximately 14%, of our total revenue for the three months ended
              March 31, 2002, compared to EURO 1.4 million, or approximately 9%,
              of total revenue for the corresponding period in 2001.


         WHOLESALE SERVICES.


         We derive revenue by providing data transmission capacity and traffic
termination services to other carriers, as well as dial-up Internet access to
our Internet Service Provider customers.

         -    CARRIER AND TERMINATION SERVICES. We derive revenue from the
              services we provide to other telecommunications service providers
              that require local connection to their end-Customers, transmission
              capacity to support gaps in their networks, additional capacity or
              alternate routing, or do not have their own transmission
              facilities. We also terminate traffic for other operators. This
              revenue, which is based primarily on transmission capacity
              provided and traffic minutes terminated, accounted for EURO 3.6
              million, or approximately 16% of our revenue in the three months
              ended March 31, 2002, compared to EURO 1.8 million, or
              approximately 12% of our total revenue for the corresponding
              period in 2001. We expect revenue from carrier and termination
              services to represent a decreasing portion of our total revenue.

         -    INTERNET DIAL-UP. We also derive revenue from dial-up Internet
              access to our ISP customers delivering the traffic. This revenue,
              which is based primarily on traffic minutes, accounted for EURO
              3.8 million, or approximately 16% of our overall revenue in the
              three months ended March 31, 2002, compared to EURO 6.8 million,
              or approximately 43%, of our total revenue for the corresponding
              period in 2001. We expect our Internet dial-up services revenue to
              represent a decreasing portion of our total revenue, as our
              revenue from our retail services increases.


         INTERNET DATA CENTERS, WEB HOSTING, INTERNET ACCESS AND OTHER
INTERNET-RELATED SERVICES

                                       22
<Page>


         We derive a small portion of our revenue from the web hosting, Internet
access and other value-added Internet services we provide at our Internet data
centers. We also offer web site creation and maintenance services as well as
miscellaneous dial-up services to certain of our Internet data centers
customers. Revenue from our Internet data centers, web hosting, Internet access
and other Internet-related services accounted for EURO 0.6 million, or
approximately 3%, of our total revenue for the three months ended March 31, 2002
compared to EURO 0.4 million, or approximately 3%, of our total revenue for the
corresponding period in 2001. We expect revenue from our Internet data centers,
web hosting, Internet access and other Internet-related services to remain a
small portion of our total revenue.


OPERATING EXPENSES

         Our primary operating expenses consist of:

         -    network costs,

         -    selling, general and administrative expenses,


         -    (until January 1, 2002), allocated costs from an affiliate,

         -    non-cash compensation charges,


         -    depreciation and amortization expenses, and

         -    restructuring, impairment and other charges.

         NETWORK COSTS


         Our network costs include variable costs, which are directly related to
revenue generated from a customer, such as traffic termination and traffic
collection costs directly related to voice minutes invoiced, mostly to the
incumbent operator. Other significant variable costs are Internet access
capacity purchased on a wholesale basis and resold to our retail customers.

   In addition to these variable costs, we incur:
   a)    internal labor and contractual maintenance costs related to plant
         maintenance, network transmission equipment maintenance, and, to a
         lesser extent, customer transmission equipment maintenance;

   b)    rental, on a short-term basis, of interconnection capacity, primarily
         from the incumbent operator;

   c)    operating leases costs of bandwidth capacity to interconnect our MANs;

   d)    right of ways on public or private property in selected areas crossed
         by our networks. We also lease dark fiber or conduits on a limited
         basis to establish and augment our MANs in certain markets;

   e)    rental and maintenance of technical facilities such as switch centers,
         hubs, nodes, and Internet data centers; and

   f)    lease of private lines, mostly from the incumbent operator, or DSL or
         WLL links, to connect customer sites, where, due to the remoteness of
         these sites, it is not cost efficient to directly connect them to our
         network.

         To date, we have been able to deploy our networks faster than we
initially anticipated in our business plans. As a result, we have experienced
relatively high incremental network costs related to network deployment and
network completion. We anticipate that, as we continue to expand our

                                       23
<Page>

customer base and generate revenue from our completed network, our network costs
will decrease as a percentage of revenue.


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Our selling, general and administrative expenses include costs relating
to our sales and marketing department, customer care, billing, corporate
administration, salaries and other personnel costs, as well as legal and
consultant fees. We expect that selling, general and administrative expenses are
likely to continue to decline as a portion of our total revenue and are
undertaking efforts to control these expenses through various means, such as
restructuring and shifting expenditures away from dependence on consultants
towards the use of internal resources.


         We have a large, locally-based, direct sales force in our local and
regional markets, and a national account team to service multiple location
customers and key account executives. As of March 31, 2002, we had 550 employees
in our continuing operations, compared to 550 employees at December 31, 2001.






         ALLOCATED COSTS FROM AN AFFILIATE

         Prior to January 1, 2002, we recorded as "allocated costs from an
affiliate" amounts we paid CableTel Management, Inc. (then, a wholly-owned
subsidiary of CompleTel LLC) to reimburse expenses incurred by CableTel
Management, Inc. in the performance of certain ordinary and necessary general
and administrative services for us and our operating subsidiaries. Beginning
October 1, 2000, a significant portion of the expenses that were previously
incurred on our behalf by CableTel Management, Inc. (representing primarily
salaries to some of our European headquarter employees) are now incurred by
CompleTel Headquarters Europe S.A.S, our wholly owned subsidiary, and accounted
for as selling, general and administrative costs. Furthermore, in early 2002, we
completed the acquisition of CableTel Management, Inc. from CompleTel LLC.
Accordingly, effective January 1, 2002, all the expenses incurred by CableTel
Management, Inc. are accounted for as selling, general and administrative costs.

         NON-CASH COMPENSATION CHARGES


         We incur stock-based compensation expense under our fixed stock option
plan based on the deferred compensation recorded on the date of grant. In
addition, some of our employees have purchased common units of CompleTel LLC,
our former ultimate parent, for which CompleTel LLC incurs non-cash compensation
charges. We record such non-cash compensation charges as a deemed capital
contribution with an offsetting entry to deferred compensation. Deferred
compensation is amortized to expense over the vesting period of the common
units. The non-cash compensation charges are attributable to employees whose
salary and benefits were otherwise classified as selling, general and
administrative expenses.

         DEPRECIATION AND AMORTIZATION EXPENSE

         We record depreciation and amortization expense for our property and
equipment, including network equipment, office furniture and equipment, computer
equipment and software, leasehold improvements and other properties. Assets are
stated at cost and are depreciated when ready for their intended use on a
straight-line basis over their estimated useful life. Network equipment is
depreciated on a straight-line basis over an estimated useful life of three to
eight years.

         OTHER INCOME AND EXPENSE

         Other income includes interest income on the investment of the proceeds
from our debt and equity offerings.

                                       24
<Page>

         Interest expense recorded reflects interest on our 14% senior notes due
2010, the accretion of our 14% senior discount notes due 2009 and the
amortization of deferred financing costs. We capitalize a portion of our
interest costs as part of the construction cost of our networks, in accordance
with Statement of Financial Accounting Standards No. 34 "Capitalization of
Interest Costs."

         FOREIGN EXCHANGE LOSS AND OTHER EXPENSE


         Our revenue, operating expenses, capital expenditures, assets and
liabilities are, for the most part, denominated in euro, which became our
functional and reporting currency effective January 1, 2000. We invest all
excess cash in euro-denominated accounts. Therefore, we are currently exposed to
changes in currency exchange rates primarily due to our U.S. dollar denominated
debt. The senior discount notes which we issued in February 1999 currently
expose us to exchange rate fluctuations as the payment of principal and interest
on the notes will be made in dollars, and a substantial portion of our future
cash flows used to service these payments will be denominated in euro. Assuming
we complete our Recapitalization, as described above, these notes will be
exchanged into Ordinary shares and Convertible Preferred B shares. We believe
that, after the completion of our Recapitalization, our exposure to exchange
rate risks will be immaterial.

         DISCONTINUED OPERATIONS

         In May 2002, we disposed of our German and U.K. operations in their
entirety. In accordance with SFAS 144, we restated our financial statements for
the years ended December 31, 2001, 2000 and 1999 to report the results of these
operations in discontinued operations.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

         REVENUE


         Revenue for the three months ended March 31, 2002 increased to
EURO 23.0 million, compared to approximately EURO 15.6 million for the
corresponding period in 2001. We attribute this increase in revenue to our
overall growth resulting from the implementation of our business plan and the
rapid deployment of our networks. Specifically, the increase in revenue is
attributable to additional retail customers and increased demand from existing
customers, resulting in increased data, Internet access and voice traffic
carried over our network. For the three months ended March 31, 2002, revenue
from retail services totaled EURO 15.0 million; revenue from wholesale services
totaled EURO 7.4 million; and revenue from Internet data centers, web hosting
and other Internet-related services totaled EURO 0.6 million. For the three
months ended March 31, 2001, revenue from retail services totaled EURO 6.6
million, revenue from wholesale services totaled EURO 8.6 million, and revenue
from Internet data centers, web hosting and other Internet-related services
totaled EURO 0.4 million.





         OPERATING EXPENSES

         NETWORK COSTS


         Our network costs for the three months ended March 31, 2002 increased
to approximately EURO 16.0 million from EURO 14.3 million for the
corresponding period in 2001. This increase reflected increased customer
traffic, which resulted in higher interconnection payments primarily to France
Telecom. Our incremental network costs are decreasing as a percent of our
revenue as new customers are connected to our network and on-net traffic from
existing customers increases.


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

                                       25
<Page>


         For the three months ended March 31, 2002, selling, general and
administrative expenses totaled approximately EURO 14.9 million, compared to
approximately EURO 15.7 million for the corresponding period in 2001 (the
EURO 15.7 million include EURO 1.9 million, which was accounted for as
allocated costs from an affiliate in that period). This decrease primarily
resulted from the effect of our restructuring measures taken in the second half
of 2001. As a percentage of our total revenue, selling, general and
administrative expenses represented 65% of our total revenue for the three
months ended March 31, 2002, compared to 100% (including allocated costs from an
affiliate) for the corresponding period in 2001. We expect our selling, general
and administrative expenses as a percentage of our total revenue to continue to
decrease in future periods, as our revenue increases and our restructuring and
other cost saving measures continue to take effect.


         NON-CASH COMPENSATION

         We incurred non-cash stock-based compensation expense of approximately
EURO 1.1 million under our fixed stock option plan for the three months ended
March 31, 2002. This amount was based on deferred compensation at the date of
grant totaling approximately EURO 25.1 million. Additionally, we recorded a
compensation credit of approximately EURO 0.6 million, based on the closing
price per share on March 31, 2002 related to our performance vesting and time
vesting shares. The non-cash compensation charges are attributable to employees
whose salary and benefits were otherwise classified within selling, general and
administrative expenses.

         DEPRECIATION AND AMORTIZATION


         Depreciation and amortization increased to approximately EURO 7.7
million for the three months ended March 31, 2002, from approximately EURO 5.3
million for the corresponding period in 2001. The majority of this increase
resulted from a higher depreciable asset base in our French operations.


         RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES


         In connection with our restructuring efforts during the second half of
2001, we recognized, for the year ended December 31, 2001, approximately
EURO 164.5 million in restructuring and impairment charges. As discussed below,
the impairment charge and the restructuring charges that relate to our former
operations in Germany and the United Kingdom are reported in discontinued
operations in our consolidated statement of operations (see Note 3, Discontinued
Operations, to our consolidated financial statements). These charges consisted
of the following (in millions):



<Table>
            <S>                                                       <C>
            Write-down of German and United Kingdom assets..........  EURO 142.7
            Write-down of materials and supplies....................         6.0
            Restructuring charges (1)...............................        15.8
                                                                      ----------
            Total...................................................  EURO 164.5
                                                                      ==========
</Table>


----------


         (1)   Includes EURO 6.0 million of restructuring charges recognized by
               our holding company, CompleTel Europe, and our French operations
               and reflected in loss from continuing operations in our
               consolidated statements of operations.

         For the first three months of 2002, we recognized approximately
EURO 3.9 million of restructuring and other charges in our continuing
operations. These charges consist of the following (in millions):



<Table>
            <S>                                                         <C>
            Restructuring charges...................................    EURO 2.0
            Other charges...........................................         1.9
                                                                        --------
            Total...................................................    EURO 3.9
                                                                        ========
</Table>


                                       26
<Page>


         IMPAIRMENT CHARGES

         In light of adverse market conditions and our efforts to reduce our
ongoing operating expenses and capital outlays, in the fourth quarter of 2001 we
decided to significantly scale-back our operations in Germany and exit the
market in the United Kingdom. As a result of this decision, and in light of the
adverse conditions in these markets, we determined, in accordance with our
policy relating to recoverability of long-lived assets, that we were unlikely to
recover our investment in these assets (whether by utilizing these assets in our
business or through disposition) and thus, that the values of our German and
U.K. assets (comprising network property and equipment, including switches,
network plant, customer access equipment and operational support systems) were
impaired as of December 31, 2001. Accordingly, we recorded total charges of
EURO 142.7 million to write-down the carrying values of these assets to their
estimated fair market values using a discounted cash flow approach. These
charges are reflected in loss from discontinued operations in our consolidated
statements of operations.

         In addition, as a result of our decision to significantly scale-back
our operations in Germany, we had materials and supplies in excess of what we
needed in order to complete construction of our networks under our revised
business plan. Accordingly, we revalued these excess materials and supplies,
resulting in the write-down of all these excess materials and supplies to the
lower of cost or market value, as of December 31, 2001.

         For the first quarter of 2002, we did not record any impairment
charges.

         RESTRUCTURING CHARGES

         Restructuring charges relate primarily to severance costs associated
with the reductions in the size of our workforce in France, Germany and the
United Kingdom and charges incurred as a result of lease terminations and the
renegotiation of interconnection agreements in connection with our decision to
significantly scale back our operations in Germany and to exit the market in the
United Kingdom.

         The restructuring charges, since we began our restructuring efforts in
June 2001 through March 31, 2002, can be detailed as follows (in thousands):



<Table>
<Caption>
                                                                            EUROPE HQ
                                 FRANCE       GERMANY(5)        UK(5)       AND OTHER         TOTAL
                              ------------   ------------   ------------   ------------   ------------
<S>                           <C>            <C>              <C>          <C>            <C>
Severance(1)                  EURO   1,411   EURO   2,416   EURO     527   EURO   2,346   EURO   6,700
Facilities and Network(2)            1,558          3,160            992              -          5,710
Other(3)                                20            601             50          4,565          5,236
                              ------------   ------------   ------------   ------------   ------------
                                     2,989          6,177          1,569          6,911         17,646
Paid through March 31, 2002          1,994          4,736          1,094          2,518         10,342
                              ------------   ------------   ------------   ------------   ------------

Accrual balance,
 March 31, 2002(4)            EURO     995   EURO   1,441   EURO     475   EURO   4,393   EURO   7,304
                              ============   ============   ============   ============   ============
</Table>


----------
     (1)   Severance charges relate to estimated termination salaries and
           benefits in connection with the termination of employees, related
           outplacement fees and other related benefits.

     (2)   Facilities and network charges relate to costs to terminate or
           renegotiate facilities and equipment leases and interconnection
           agreements.

     (3)   Other charges primarily relate to legal and consulting costs expected
           to be incurred in connection with the restructuring.

                                       27
<Page>


     (4)   Outstanding accruals are expected to be paid prior to December 31,
           2002.

     (5)   Restructuring charges for our former operations in Germany and the
           United Kingdom are included in discontinued operations (see Note 3 to
           our consolidated financial statements).



         OTHER CHARGES

         Other charges of EURO 1.9 million are related to a reserve made in
connection with the decrease in value of the collateral for a loan we extended
to Mr. William Pearson, who served as our President and Chief Executive Officer
from March 2000 until March 2001, as described in Note 5 to our consolidated
financial statements for the quarter ended March 31, 2002.


         OTHER INCOME AND EXPENSE


         We recorded interest income of approximately EURO 0.6 million during
the three months ended March 31, 2002, compared to EURO 5.4 million for the
corresponding period in 2001. This decrease in interest income is the direct
result of lower cash and cash equivalents balances in the first quarter of 2002
compared to the corresponding period in 2001.


         We incurred interest expense, net of approximately EURO 0.9 million of
capitalized interest expense, of approximately EURO 7.5 million during the three
months ended March 31, 2002, compared to interest expense for the corresponding
period in 2001 of approximately EURO 8.3 million, net of capitalized interest
expense of approximately EURO 3.5 million. The interest expense recorded
reflects interest on our senior notes due 2010, the accretion of our senior
discount notes due 2009 and the amortization of deferred financing costs.

         FOREIGN EXCHANGE GAIN (LOSS) AND OTHER EXPENSE


         For the three months ended March 31, 2002, we recorded foreign exchange
loss and other expenses of EURO 0.2 million, compared to EURO 3.1 million in the
corresponding period in 2001. The foreign exchange loss and other expenses in
the three month periods ended March 31, 2002 and 2001 resulted primarily from an
unrealized foreign exchange loss related to our dollar-denominated senior
discount notes due 2009.






         SEGMENT INFORMATION






         GENERAL

         In May 2002, we disposed of our German and U.K operations in their
entirety. In accordance with SFAS 144, the results of these disposed operations
are reported in our consolidated financial statements in discontinued operations
(see Note 3 to our consolidated financial statements).

         Historically, we have evaluated our development efforts according to
the geographic location of our markets. The key operating performance measures
used by our management in this evaluation include revenue growth and a measure
we refer to as Adjusted EBITDA. Earnings before deducting interest, taxes,
depreciation and amortization, or EBITDA, is a measure commonly used in the
telecommunications industry. In calculating Adjusted EBITDA, which we believe is
a more helpful performance measure of our operating segments, we exclude (in
addition to interest, taxes, depreciation and amortization) non-cash
compensation charges and foreign exchange loss and other expenses, including
restructuring, impairment and other charges, as well as other non-recurring
operating expenses. We believe that Adjusted EBITDA provides both our management
and investors with a measure of the operating results of our segments that is
unaffected by the financing and accounting effects of gains and losses that are
either of a non-recurring nature or are not closely related to the operating
performance of these segments. For example, Adjusted EBITDA eliminates the
effect of one-time gains or losses such as restructuring, impairment and other
charges, which we

                                       28
<Page>

believe are of a non-recurring nature. Adjusted EBITDA also eliminates the
effect of interest, foreign exchange loss and other expenses, which we believe
relate to general trends in global capital markets (such as exchange and
interest rates), but are not necessarily indicative of our segments' operating
performance. Finally, Adjusted EBITDA eliminates the effect of non-cash
compensation charges and credits, as these reflect the closing price of our
shares at the end of each fiscal quarter and thus are influenced by trends in
capital markets that are not necessarily related to the operating performance of
our segments.

         Adjusted EBITDA is not derived pursuant to generally accepted
accounting principles and therefore should not be considered as an alternative
to operating income (loss), as an alternative to cash flows from operating
activities, or as a measure of liquidity. Furthermore, we are not aware of any
uniform standards for determining Adjusted EBITDA. Presentations of Adjusted
EBITDA may not be calculated consistently by different companies in the same or
similar businesses. As a result, our reported Adjusted EBITDA may not be
comparable to similarly titled measures used by other companies.

         FRANCE

         As further described above, in France, we had revenue of approximately
EURO 23.0 million for the three months ended March 31, 2002, compared to
EURO 15.6 million for the corresponding period in 2001.

         Operating expenses in France totaled approximately EURO 27.0 million
for the three months ended March 31, 2002, compared to approximately EURO 24.6
million for the corresponding period in 2001.

         Adjusted EBITDA in France for the three months ended March 31, 2002
totaled negative EURO 4.0 million, compared to negative EURO 9.0 million for the
corresponding period in 2001. This improvement reflected the increased revenue
from these operations, described above, which was only partially offset by
growth in our network costs and operating expenses, reflecting improved
operating efficiencies. We expect this improvement in Adjusted EBITDA in our
French operations to continue as we build our customer base and benefit from
increased network efficiencies largely by serving more customers and achieving
greater revenue for each kilometer of network we have deployed and by enabling
us to spread our fixed interconnect costs over a larger customer base. The
operating and maintenance costs of our network are related primarily to the
number of kilometers we have deployed and do not rise in direct proportion to
the number of our customers or their utilization of our network. Adding
customers to our completed network only marginally increases the network
kilometers we have deployed and requires relatively smaller increases in network
maintenance and operating costs.

         Additionally, as we add customers to our network, selling, general and
administrative costs are also optimized in proportion to revenue: sales and
marketing costs have limited or no growth as our customer base increases;
average customer service costs per customer tend to decrease and other central
costs are spread over a larger customer and revenue base. Consequently, adding
customers tends to increase our Adjusted EBITDA.

         GERMANY

         In Germany, we had revenue of approximately EURO 5.3 million for the
three months ended March 31, 2002, compared to EURO 2.8 million for the
corresponding period in 2001. As of March 31, 2002, we had 276 connected
customers in Germany. On May 10, 2002, we sold our German operations. As a
result of this sale, we no longer operate or generate revenue in Germany.

         Operating expenses in Germany totaled approximately EURO 6.3 million
for the three months ended March 31, 2002, compared to approximately EURO 10.3
million for the corresponding period in 2001. This decrease is a result of the
scale-back of our Germany operations in December 2001, which included a
reduction in the number of our employees in Germany. Additionally, the
impairment of our Germany network as of December 31, 2001 and the related write
down of these impaired assets to

                                       29
<Page>

their fair market value resulted in significantly lower depreciation expense in
the first quarter of 2002 compared to the first quarter of 2001.

         Adjusted EBITDA in Germany for the three months ended March 31, 2002
totaled negative EURO 1.0 million, compared to negative EURO 7.5 million for the
corresponding period in 2001. This improvement was attributable primarily to a
decrease in operating expenses as a direct result of our decision, in the fourth
quarter of 2001, to significantly scale-back these operations, and to a lesser
extent, to an increase in revenue from these operations. Following the sale of
our German operations in May 2002, we will no longer generate any operating
income from these operations and we intend to discontinue reporting operating
results from Germany effective May 10, 2002.

         THE UNITED KINGDOM

         In the United Kingdom, we had revenue of approximately EURO 0.8 million
for the three months ended March 31, 2002, compared to approximately EURO 1.3
million for the corresponding period in 2001. In accordance with our plan to
exit this market, on May 15, 2002, we sold our U.K. operations to a third party.

         Operating expenses in the United Kingdom totaled approximately
EURO 1.6 million for the three months ended March 31, 2002, compared to
approximately EURO 3.8 million for the corresponding period in 2001. This
decrease is primarily a result of reduced selling, general and administrative
expenses as a result of our decision to exit the market in the United Kingdom.

         Adjusted EBITDA in the United Kingdom for the three months ended March
31, 2002 totaled negative EURO 0.8 million, compared to negative EURO 2.5
million for the corresponding period in 2001. This improvement was attributable
to a decrease in selling, general and administrative expenses resulting from our
decision to exit the market in the United Kingdom. In light of our sale of our
U.K. operations in May 2002, we intend to discontinue reporting operating
results from the U.K. effective May 15, 2002.


STATEMENTS OF CASH FLOWS

         We had cash and cash equivalents of approximately EURO 56.2 million as
of March 31, 2002, a decrease of EURO 25.4 from approximately EURO 81.6 million
as of December 31, 2001. Additionally, as of March 31, 2002, we had
approximately EURO 25.0 million of restricted investments placed in escrow for
debt service.

         Details of the change in cash and cash equivalents are set forth in the
table below.


<Table>
<Caption>
                                                     THREE MONTHS ENDED MARCH 31,
                                                     ----------------------------
                                                         2002            2001
                                                     ------------    ------------
                                                         (EURO, IN THOUSANDS)
<S>                                                  <C>             <C>
Cash flows from continuing operations.............   EURO  (4,874)   EURO  (6,716)

Cash flows from discontinued operations...........          1,926          (2,926)
                                                     ------------    ------------
Net cash flows from operating activities..........         (2,948)         (9,642)

Cash flows from investing activities..............        (22,514)        (59,330)

Cash flows from financing activities..............             --            (462)

Effect of exchange rates on cash..................             15             259
                                                     ------------    ------------
</Table>


                                       30
<Page>


<Table>
<S>                                                  <C>             <C>
Net increase decrease in cash and cash equivalents        (25,447)        (69,175)

Cash and cash equivalents at beginning of period..         81,613         361,698
                                                     ------------    ------------

Cash and cash equivalents at end of period........   EURO  56,166    EURO 292,523
                                                     ============    ============
</Table>



         CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES


         During the three months ended March 31, 2002, we used approximately
EURO 2.9 million in operating activities, a EURO 6.7 million decrease from the
approximately EURO 9.6 million used in operating activities for the
corresponding period in 2001. This decrease in cash used for operating
activities was primarily related to the increase in revenues and to the
operating cost savings resulting from our restructuring efforts.

         CASH FLOWS FROM INVESTING ACTIVITIES


         We used approximately EURO 22.5 million in investing activities during
the three months ended March 31, 2002, compared to using approximately EURO 59.3
million for the three months ended March 31, 2001. The decrease was primarily
due to lower capital expenditure as we completed the build out of our MANs.


         CASH FLOWS FROM FINANCING ACTIVITIES

         We did not utilize cash for financing activities during the three
months ended March 31, 2002, compared to EURO 0.5 million of cash flows used in
financing activities for the corresponding period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

         The telecommunications business is capital intensive. We used and will
continue to need large amounts of capital to fund capital expenditures, working
capital, debt service and operating losses. As of March 31, 2002, we had
EURO 56.2 million of unrestricted cash and cash equivalents, and EURO 25.0
million of restricted investments.


         While we previously estimated our funding gap (that is, the additional
financing required to bring us to cash flow breakeven) to be approximately
EURO 60 million to EURO 90 million, based on (i) the anticipated elimination of
interest payments upon the exchange or retirement of our outstanding debt
securities pursuant to the Recapitalization, (ii) the cash savings from the sale
of our German and UK operations and cost reductions at our European
headquarters, and (iii) the lower cash requirements related to selling, general
and administrative expenses and capital expenditures resulting from our
restructuring efforts, we currently estimate our funding gap to be approximately
EURO 30 million. We expect that, upon the completion of the Recapitalization,
our existing cash balances, the additional equity infusion together with the
anticipated cash flow from our operations, will be sufficient to fully fund our
restructured operations to cash flow breakeven.

                                       31
<Page>

         The following table presents our contractual obligations and commercial
commitments for the periods indicated, as of March 31, 2002:



<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
                                                               Payments due by period
               Description                                     (in thousands of euro)
              of obligation                  ------------------------------------------------------------------
              or commitment                      Total              2002           2003-2004         thereafter
---------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>              <C>
Long-term debt, principal                         225,963(1)              -                 -           225,963(1)

Long-term debt, interest                              231(1)             15                44               172(1)

Operating Leases                                   62,857            11,998            24,134            26,725

Other long-term debt                                6,532               200               609             5,723
---------------------------------------------------------------------------------------------------------------

Total obligations/commitments                     295,583            12,213            24,787           258,583
---------------------------------------------------------------------------------------------------------------
</Table>



(1)      These amounts relate to indebtedness under our outstanding Notes, which
         will be eliminated as part of our Recapitalization.



In March 2000, we completed the initial public offering of our Ordinary shares.
We issued 31,280,000 Ordinary shares in exchange for gross proceeds of
approximately EURO 551.4 million.

         Since January 1998, CompleTel LLC, our former ultimate parent, has
received EURO 114.3 million in private equity contributions, of which EURO 63.0
million was contributed to our French operating subsidiary, EURO 42.3 million
was contributed to our German operating subsidiary, EURO 2.3 million was
contributed to our holding company, CompleTel Europe N.V., and the remainder was
retained by CompleTel LLC for start up expenditures incurred on our behalf.


         In February 1999, we and CompleTel Holdings LLC completed a units
offering consisting of U.S. dollar denominated 14% senior discount notes due
2009 and class B interests in CompleTel Holdings LLC resulting in gross proceeds
in respect of the units of approximately EURO 67.1 million, of which EURO 63.1
million was allocated to the 14% senior discount notes due 2009, which
represents a substantial discount from the EURO 131.9 million aggregate stated
principal amount at maturity of the notes. The remaining EURO 4.0 million was
allocated to the class B interests of CompleTel Holdings LLC. Cash interest will
not accrue on the 14% senior discount notes due 2009 prior to February 15, 2004.
Commencing February 15, 2004, cash interest on the notes will accrue at 14% per
annum and will be payable in cash on August 15 and February 15 of each year. The
notes mature on February 16, 2009.


         In April 2000, we completed an offering of an aggregate EURO 200
million 14% senior notes due 2010. A portion of the proceeds were used to
repurchase U.S.$27.0 million (EURO 27.6 million) principal amount at maturity of
our existing 14% senior discount notes due 2009. We lent approximately EURO 78.0
million of the net proceeds to our wholly-owned subsidiary which used the funds
to invest in a portfolio of securities which is pledged as security for the 14%
senior notes due 2010. We are using the proceeds of these pledged securities to
make the first six interest payments on the 14% senior notes due 2010.


         During the year ended December 31, 2001, as part of our effort to
improve our financial position, we repurchased a total of EURO 78.1 million
principal amount of our senior notes due 2010 for a total purchase price of
EURO 28.9 million, including EURO 17.7 million in restricted cash released
from the escrow established for these notes. We purchased these bonds in the
open market.

CAPITAL EXPENDITURES

                                       32
<Page>


         During the three months ended March 31, 2002, we made capital
expenditures of approximately EURO 8.9 million. These capital expenditures were
primarily for connecting customers to our MANs and include capitalized interest
of EURO 0.5 million. During the three months ended March 31, 2001, we made
capital expenditures of approximately EURO 29.1 million for property and
equipment necessary to deploy networks in our initial markets. The decrease in
capital expenditures during the first three months of 2002 is attributable to
the completion of the build out of our MANs during 2001. Our current focus is on
connecting new customers to our existing MANs.

         Assuming we obtain the additional funding we need, we currently
estimate that we will make aggregate capital expenditures of approximately
EURO 25 million to EURO 35 million for the year ending December 31, 2002, most
of which will be expended to connect new customers to our MANs. The actual
amount and timing of our future capital requirements may differ materially from
our current estimates, and additional financing may be required in the event of
departures from our current business plans and projections, including those
caused by unforeseen delays, cost overruns, engineering design changes, demand
for our services that varies from our expectations, adverse regulatory,
technological or competitive developments, difficulties or delays in obtaining
necessary rights-of-way, or major changes in market conditions.


NEW ACCOUNTING PRONOUNCEMENTS


         In June 2001, the Financial Accounting Standards Board authorized the
issuance of Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 requires the use of the purchase
method of accounting for all business combinations initiated after June 30,
2001. SFAS 142 requires intangible assets to be recognized if they arise from
contractual or legal rights or are "separable", i.e., it is feasible that they
may be sold, transferred, licensed, rented, exchanged or pledged. As a result,
it is likely that more intangible assets will be recognized under SFAS 142 than
its predecessor, APB Opinion No. 16, although in some instances previously
recognized intangibles will be subsumed into goodwill.

         Under SFAS 142, goodwill will no longer be amortized on a straight-line
basis over its estimated useful life, but will be tested for impairment on an
annual basis and whenever indicators of impairment arise. The goodwill
impairment test, which is based on fair value, is to be performed on a reporting
unit level. A reporting unit is defined as a SFAS No. 131 (see Note 8 to our
consolidated financial statements) operating segment or one level lower.
Goodwill will no longer be allocated to other long-lived assets for impairment
testing under SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." Additionally, goodwill on equity
method investments will no longer be amortized; however, it will continue to be
tested for impairment in accordance with APB Opinion No. 18, "The Equity Method
of Accounting for Investments in Common Stock." Under SFAS 142, intangible
assets with indefinite lives will not be amortized. Instead, they will be
carried at the lower of cost or market value and be tested for impairment at
least annually. All other recognized intangible assets will continue to be
amortized over their estimated useful lives.

         We adopted SFAS 141 and 142 effective January 1, 2002. Accordingly, we
discontinued amortizing our remaining balance of goodwill of approximately
EURO 5.8 million effective January 1, 2002. The adoption of these statements
did not have a material impact on our results of operations, financial position
or cash flows.

         Our goodwill amortization expense and net loss for the three month
periods ended March 31, 2002 and 2001 are as follows (amounts in thousands):


                                       33
<Page>


<Table>
<Caption>
                                                        THREE MONTHS ENDED MARCH 31,
                                                        ----------------------------
                                                            2002            2001
                                                        ----------------------------
<S>                                                         <C>              <C>
Reported net loss                                           (28,032)         (40,602)

     Add back: goodwill amortization.................             -               81
                                                        -----------     ------------
Adjusted net loss ...................................       (28,032)         (40,521)
                                                        ===========     ============

Reported net loss per share..........................         (0.18)           (0.26)
                                                        -----------     ------------
Adjusted net loss per share..........................         (0.18)           (0.26)
                                                        ===========     ============
</Table>



         In June 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143
establishes accounting requirements for retirement of obligations associated
with tangible long-lived assets, including (1) the timing of the liability
recognition, (2) initial measurement of the liability, (3) allocation of cost to
expense, (4) subsequent measurement of the liability, and (5) related financial
statement disclosure. SFAS 143 requires that the fair value of the liability for
an asset retirement obligation be recognized in the period during which it is
incurred, if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying value of the
asset and depreciated over the life of the associated asset. SFAS 143 require
the measurement of changes in the liability for an asset retirement obligation
due to the passage of time by applying an interest method of allocation to the
amount of the liability at the beginning of a reporting period. The interest
rate used to measure that change is the credit-adjusted-risk-free rate that
existed when the liability was initially measured. Finally, SFAS 143 requires
such changes in liability for asset retirement obligations to be recognized as
an increase in the carrying amount of the liability and as an expense classified
as an operating item in the statement of income. SFAS 143 applies to fiscal
years beginning after June 15, 2002. We do not anticipate that the adoption of
SFAS 143 will have a material impact on our results of operations, our financial
position, or our cash flows.

         In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 establishes a single accounting model for long-lived assets to
be disposed of by sale consistent with the fundamental provisions of SFAS 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." While it supersedes APB Opinion 30 "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," it
retains the presentation of discontinued operations, but broadens that
presentation to include a component of an entity (rather than a segment of a
business). However, discontinued operations are no longer recorded at net
realizable value and future operating losses are no longer recognized before
they occur. Under SFAS 144 there is no longer a requirement to allocate goodwill
to long-lived assets to be tested for impairment. SFAS 144 also establishes a
probability weighted cash flow estimation approach to deal with situations in
which there is a range of cash flows that may be generated by the asset being
tested for impairment. SFAS 144 also establishes criteria for determining when
an asset should be treated as held for sale.

         SFAS No. 144 is effective for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years, with early application
encouraged. The provisions of the Statement are generally to be applied
prospectively. Other than the restatement of our financial statements to report
in discontinued operations the results of our German and U.K. operations, which
we disposed of in May 2002, the adoption of SFAS 144 on January 1, 2002 did not
have a material impact on our results of operations, financial position, or cash
flows.

         In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
SFAS 4 "Reporting Gains and Losses from Extinguishment of Debt" and also amends
other existing authoritative pronouncements to make various

                                       34
<Page>

technical corrections, clarify meanings or describe their applicability under
changed conditions. SFAS 145 applies to fiscal years beginning after May 15,
2002. We anticipate that the adoption of SFAS 145 will not have a material
impact on our results of operations, financial position, or cash flows.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INVESTMENT PORTFOLIO AND INTEREST RATE SENSITIVITY




         Interest income earned on our investment portfolio is affected by
changes in short-term interest rates. We are thus exposed to market risk related
to changes in market interest rates. To date, we have managed these risks by
monitoring market rates and the duration of our investments.

IMPACT OF FOREIGN CURRENCY RATE CHANGES


         Our revenues, operating expenses, capital expenditures, assets and
liabilities are, for the most part, denominated in euro, which is our functional
currency, effective January 1, 2000. Therefore, we are currently exposed to
changes in currency exchange rates primarily due to our U.S. dollar denominated
debt. The senior discount notes which we issued in February 1999 currently
expose us to exchange rate fluctuations as the payment of principal and interest
on the notes will be made in U.S. dollars, and a substantial portion of our
future cash flows used to service these payments will be denominated in euro.
Assuming we complete our Recapitalization, as described above, these notes will
be exchanged into Ordinary shares and Convertible Preferred B shares. We believe
that, after the completion of our Recapitalization, our exposure to exchange
rate risks will be immaterial.

         Based on the total March 31, 2002 U.S. dollar borrowings under the
senior discount notes, a hypothetical 10% variance in the U.S. dollar to euro
exchange rate would create additional foreign exchange results of approximately
EURO 9.1 million.


         The spot rates for the euro are shown below expressed in dollar per one
euro.


<Table>
<S>                                                                      <C>
December 31, 1998.....................................................   U.S.$1.181(1)
December 31, 1999.....................................................   U.S.$1.007
December 31, 2000.....................................................   U.S.$0.942
December 31, 2001.....................................................   U.S.$0.8901
March 31, 2002........................................................   U.S.$0.8702
</Table>


-----------
(1)      Based on the exchange rate as of January 4, 1999, the date on which the
         Euro Noon Buying Rate was first quoted.

         PART II           OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


         The syndicate of co-owners of a building in which Completel SAS, our
operating subsidiary, installed certain telecommunications equipment, brought an
action against Completel SAS before the Tribunal de Grande Instance of Paris
alleging that the equipment was installed without obtaining the necessary
authorizations and caused noise disturbances in the building. On May 11, 2001,
the tribunal issued a decision, following a preliminary injunction hearing (a)
ordering Completel SAS to restore the premises to their original state, and (b)
appointing an expert with the mandate of determining the liability, if any, the
damages sustained, if any, and the work which Completel SAS may have to
undertake with respect to the equipment to cease the disturbances. We appealed
against this decision and the proceeding is currently in progress. We also took
measures to reduce the noise disturbances and are involved in discussions to
settle this matter out of court. However there can be

                                       35
<Page>

no assurance that we will be able to reach a settlement. If the negotiations to
settle out of court are unsuccessful, we may be required to move the equipment
and may be required to do so in a short period of time. In such an event, we
could suffer disturbances to our network, which could have an impact on our
activities. Although at this stage we are not in a position to predict the
outcome of the negotiations, we estimate that the costs of either moving the
equipment or settling this dispute would not have a material adverse effect on
our financial condition or results of operations.






         We are not party to any other pending legal proceedings that we believe
would, individually or in the aggregate, have a material adverse effect on our
financial condition or results of operations.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO THE VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         SALE OF GERMANY AND U.K. OPERATIONS


         On May 10, 2002, we sold our German operations to a third party.
Pursuant to the agreement governing the terms of the sale, we transferred to the
buyer the entire share capital of CompleTel GmbH, which, until the sale, was our
wholly-owned subsidiary. Furthermore, we agreed to acquire from CompleTel GmbH
certain transmission equipment for EURO 500,000. In addition, we agreed to
provide the buyer free support billing and financial IT services for a period of
up to 12 months after the sale. Following the sale of CompleTel GmbH, we no
longer operate or generate revenue in Germany. In addition, we expect to record
a loss in connection with this sale in our financial statements for the second
quarter of 2002. See Note 8 to our consolidated financial statements for details
on our German operations' performance and their relative contribution to our
over-all performance. In connection with the sale of our German operations, we
entered into reciprocal agreements for terminating traffic, which will allow us
to service our French customers that currently have, or will develop, operations
in Germany.

         On May 15, 2002, we sold our U.K. operations to a third party. Pursuant
to the agreement governing the terms of the sale, we transferred to the buyer
the entire share capital of CompleTel U.K. Limited, which, until the sale, was
our wholly-owned subsidiary. Following the sale of CompleTel U.K. Limited, we no
longer operate or generate revenue in the United Kingdom. See Note 8 for details
on our U.K. operations' performance and their relative contribution to our
over-all performance.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

Exhibit No.       Description

4.1(1)   14% Senior Discount Notes Indenture, dated February 16, 1999, among
         CompleTel Europe N.V. as issuer, CompleTel ECC B.V. as guarantor and
         U.S. Bank Trust National Association as trustee

                                       36
<Page>

4.2(2)   14% Senior Notes Indenture, dated April 13, 2000, between CompleTel
         Europe N.V. as issuer and The Chase Manhattan Bank as trustee
10.1(3)  CompleTel Europe NV 2000 Stock Option Plan, as amended


10.2(4)  Retention Agreement, dated March 15, 2002, between CableTel Management
         Inc. and Timothy A. Samples
10.3(4)  Retention Agreement, dated March 15, 2002, between CableTel Management,
         Inc. and J. Lyle Patrick
10.4(4)  Summary of a Retention Agreement, dated March 15, 2002, between
         CompleTel Europe N.V. and Jerome de Vitry
99.1     Certifications pursuant to 18 U.S. C. Section 1350
99.2     Certifications pursuant to Rules 13a-14 and 15d-14 under the Securities
         Exchange Act of 1934


-----------
(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-4, file number 333-82305, filed with the Securities
         and Exchange Commission on July 2, 1999 and incorporated herein by
         reference.

(2)      Previously filed as an exhibit to the Registrant's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 and incorporated herein
         by reference.

(3)      Previously filed as an exhibit to the Registrant's Quarterly Report on
         Form 10-Q for the period ended September 30, 2001 and incorporated
         herein by reference.


(4)      Previously filed as an exhibit to the Registrant's Quarterly Report on
         Form 10-Q for the period ended March 31, 2002, filed with the
         Securities and Exchange Commission on May 15, 2002 and incorporated
         herein by reference.


REPORTS ON FORM 8-K

         On January 23, 2002, we filed a Current Report on Form 8-K, in which we
reported the completion of the repurchase of EURO 15,730,000 principal amount
at maturity of our Senior Notes due 2010. No financial statements were filed
with that report.

         On March 5, 2002, we filed a Current Report on Form 8-K, in which we
reported our financial results for the quarter and year ended December 31, 2001.
No financial statements were filed with that report.

                                       37
<Page>

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, CompleTel
Europe N.V. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on September [13], 2002.


            COMPLETEL EUROPE N.V.


            By:  /s/ Jerome de Vitry
                 ---------------------------
                 Name: Jerome de Vitry
                 Title: Managing Director, President and Chief Executive Officer


            By:  /s/ Alexandre Westphalen
                 ---------------------------
                 Name: Alexandre Westphalen
                 Title: Vice President, Finance


            By:  /s/ John M. Hugo
                 ---------------------------

                 Name:  John M. Hugo
                 Title:  Chief Accounting Officer and Corporate Controller




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