<Page>

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

                                   -----------

                                    FORM 10-Q

                                   -----------

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       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.)
             JAMES E. DOVEY                                      2132 NA
              KRUISWEG 609                                     (Zip Code)
   2132 NA HOOFDDORP, THE NETHERLANDS
(Address of principle executive offices)

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


                                 Not Applicable
   (Former name, former address and former fiscal year, if changed since last
                                    report)


         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
July 1, 2001 was 160,555,222 ordinary shares.

<Page>

                              COMPLETEL EUROPE N.V.
                                    FORM 10-Q

                                      INDEX

PART I.       FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

         Consolidated Balance Sheets as of
         June 30, 2001 (unaudited) and December 31, 2000

         Consolidated Statements of Operations for
         the Three and Six Month Periods Ended June 30, 2001 and 2000
         (unaudited)

         Consolidated Statement of Shareholders' Equity
         for the Six Months Ended June 30, 2001 (unaudited)

         Consolidated Statements of Cash Flows
         for the Six Months Ended June 30, 2001 and 2000 (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

<Page>

     PART I                FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

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

<Table>
<Caption>
                                                                                                         JUNE 30,       DECEMBER 31,
                                                                                                             2001               2000
                                                                                                             ----               ----
<S>                                                                                                      <C>            <C>
                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                                                           E205,414         E361,698
     Short-term investments, restricted                                                                    27,410           28,030
     Accounts receivable, net of allowance for doubtful receivables of E1,998 and E733 as of
       June 30, 2001 and December 31, 2000, respectively                                                   21,231           13,883
     Affiliate receivables                                                                                  2,181            1,500
     Prepaid expenses, VAT receivables and other current assets                                            42,918           54,886
                                                                                                           ------           ------

       Total current assets                                                                               299,154          459,997
                                                                                                          -------          -------

NON-CURRENT ASSETS:
     Property and equipment, net                                                                          398,900          298,623
     Licenses and other intangibles, net                                                                   13,676            6,858
     Deferred financing costs, net                                                                         14,432           15,129
     Non-current investments, restricted                                                                   26,262           41,709
     Other non-current assets                                                                               2,331            2,465
                                                                                                            -----            -----

       Total non-current assets                                                                           455,601          364,784
                                                                                                          -------          -------

TOTAL ASSETS                                                                                             E754,755         E824,781
                                                                                                         ========         ========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Network vendor payables                                                                              E49,599          E54,341
     Accrued liabilities and trade accounts payable                                                        76,196           71,684
     Affiliate payables                                                                                     2,758            2,199
                                                                                                            -----            -----

       Total current liabilities                                                                          128,553          128,224

LONG-TERM DEBT                                                                                            301,767          280,597
COMMITMENTS AND CONTINGENCIES (Note 10)

SHAREHOLDERS' EQUITY:
     Ordinary shares, nominal value E.10 per share, 625,000,000 shares
       authorized; 160,555,222 shares issued and outstanding at June 30, 2001
       and December 31, 2000, respectively                                                                 16,055           16,055
     Additional paid-in capital                                                                           699,013          706,821
     Deferred compensation                                                                                (25,370)         (33,196)
     Other cumulative comprehensive loss                                                                      597            1,019
     Accumulated deficit                                                                                 (350,307)        (259,185)
     Treasury stock, at cost                                                                              (15,553)         (15,554)
                                                                                                         --------         --------

TOTAL SHAREHOLDERS' EQUITY                                                                                324,435          415,960
                                                                                                          -------          -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                               E754,755         E824,781
                                                                                                         ========         ========
</Table>

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

<Page>

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

<Table>
<Caption>
                                                         THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
                                                        -----------------------------  ----------------------------------
                                                             2001             2000               2001             2000
                                                        -----------------------------  ----------------------------------
<S>                                                     <C>              <C>                <C>              <C>
REVENUES                                                     24,496            5,035             44,152            7,562
OPERATING EXPENSES:
     Network costs                                           21,332            5,551             40,023            8,562
     Selling, general and administrative                     25,236           17,247             48,678           30,374
     Allocated selling, general and
       administrative costs from affiliate                    1,865            4,033              3,720            6,150
     Non-cash compensation charges                            1,733           (5,431)                 2           64,229
     Depreciation and amortization                           12,541            4,231             22,047            7,177
     Restructuring and other charges                          3,733               --              3,733               --
                                                              -----         --------              -----        ---------

     Total operating expenses                                66,440           25,631            118,203          116,492
                                                             ------           ------            -------          -------

OPERATING LOSS                                              (41,944)         (20,596)           (74,051)        (108,930)

OTHER INCOME (EXPENSE):
    Interest income                                           3,559            9,115              8,957            9,559
    Interest expense, net of capitalized interest            (7,011)          (6,644)           (15,356)          (8,512)
    Foreign exchange gain (loss) and other expense           (5,124)         (10,508)           (10,672)         (18,451)
                                                            -------         --------           --------         --------

    Total other income (expense)                             (8,576)          (8,037)           (17,071)         (17,404)
                                                            -------          -------           --------         --------

NET LOSS                                                    (50,520)         (28,633)           (91,122)        (126,334)
                                                           ========         ========           ========        =========

BASIC AND DILUTED LOSS PER ORDINARY
     SHARE                                                    (0.32)           (0.18)             (0.58)           (0.87)
                                                             ======           ======             ======           ======

WEIGHTED AVERAGE NUMBER OF ORDINARY
    SHARES OUTSTANDING                                  157,418,830      157,413,060        157,416,311      142,116,796
                                                        ===========      ===========        ===========      ===========
</Table>

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

<Page>

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

<Table>
<Caption>

                                                                                                         OTHER
                                                    ORDINARY SHARES   ADDITIONAL                    CUMULATIVE
                                                -------------------      PAID-IN      DEFERRED   COMPREHENSIVE
                                                NUMBER       AMOUNT      CAPITAL  COMPENSATION            LOSS
                                                ------       ------      -------  ------------            ----
<S>                                        <C>              <C>       <C>         <C>            <C>
BALANCE, December 31, 2000                 160,555,222      E16,055     E706,821      E(33,196)         E1,019

     Deemed contributions by LLC
        related to allocation of
        non-cash compensation charges
                                                    --           --       (7,824)        4,090              --
     Exercise of stock options                      --           --           16            --              --
     Amortization of deferred
        compensation                                --           --           --         3,736              --
     Cumulative translation
        adjustment                                  --           --           --            --            (422)
     Net loss                                       --           --           --            --              --
                                           -----------      -------     --------     ---------            ----

Balance, June 30, 2001                     160,555,222      E16,055     E699,013     E (25,370)           E597
                                           ===========      =======     ========     =========            ====

<Caption>

                                                         TREASURY
                                                           STOCK,           TOTAL
                                           ACCUMULATED    AT COST   COMPREHENSIVE
                                               DEFICIT   (NOTE 3)            LOSS         TOTAL
                                               -------   --------            ----         -----
<S>                                        <C>          <C>         <C>                <C>
BALANCE, December 31, 2000                   E(259,185)  E(15,554)      E(200,197)      E415,960
                                                                       ==========
     Deemed contributions by LLC
        related to allocation of
        non-cash compensation charges
                                                    --         --              --        (3,734)
     Exercise of stock options                      --          1              --            17
     Amortization of deferred
        compensation                                --         --              --         3,736
     Cumulative translation
        adjustment                                  --         --            (422)         (422)
     Net loss                                  (91,122)        --         (91,122)      (91,122)
                                            ----------  ---------       ---------      --------

Balance, June 30, 2001                      E (350,307) E (15,553)      E (91,544)     E 324,435
                                            ==========  =========       =========      ========
</Table>

The accompanying notes are an integral part of this unaudited consolidated
financial statement.

<Page>

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

<Table>
<Caption>
                                                                                  SIX MONTHS ENDED         SIX MONTHS ENDED
                                                                                     JUNE 30, 2001            JUNE 30, 2000
                                                                                     -------------            -------------
<S>                                                                               <C>                      <C>
OPERATING ACTIVITIES:
     Net loss                                                                             E(91,122)               E(126,334)
     Adjustments to reconcile net loss to net cash flows used in
       operating activities:
         Depreciation and amortization                                                      22,047                    7,177
         Non-cash compensation charges                                                           2                   64,229
         Accretion of senior discount notes                                                  6,402                    5,535
         Amortization of deferred financing costs                                              894                      359
         Gain on early extinguishment of debt                                                   --                   (1,053)
         Foreign exchange loss                                                               8,441                    9,753
         Changes in operating assets and liabilities:
              Increase in accounts receivable                                               (5,920)                  (4,938)
              Decrease (increase) in prepaid expenses, VAT receivables
                and other current assets                                                    29,133                  (12,632)
              Decrease (increase) in other non-current assets                                  134                     (179)
              Increase in accrued liabilities and trade accounts
                payable                                                                      2,114                   20,100
              Increase (decrease) in net affiliate payables/receivables                       (122)                    (449)
                                                                                             -----                    -----

              Net cash flows used in operating activities                                  (27,997)                 (38,432)
                                                                                          --------                 --------

INVESTING ACTIVITIES:
     Expenditures for property and equipment                                              (110,131)                 (95,225)
     Increase (decrease) in network vendor payables                                         (4,742)                  22,087
     Expenditures for licenses                                                                (934)                      --
     Acquisitions, net of cash acquired                                                    (12,886)                      --
     Restricted investments, including funds placed in escrow                                   --                  (78,254)
                                                                                         ---------                 --------

              Net cash flows used in investing activities                                 (128,693)                (151,392)
                                                                                         ---------                --------=

FINANCING ACTIVITIES:
     Net proceeds from initial public offering                                                  --                  512,536
     Net proceeds from senior notes                                                             --                  192,995
     Proceeds from exercise of stock options                                                    17                       --
     Repurchase of senior discount notes                                                        --                  (14,867)
     Deferred financing costs                                                                 (682)                 (15,356)
                                                                                             -----                 --------

              Net cash flows (used in) provided by financing activities                       (665)                 675,308
                                                                                             -----                  -------

     Effect of exchange rates on cash                                                        1,071                    7,820
                                                                                             -----                    -----

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                                          (156,284)                 493,304

CASH AND CASH EQUIVALENTS, beginning of period                                             361,698                   57,115
                                                                                           -------                   ------

CASH AND CASH EQUIVALENTS, end of period                                                  E205,414                 E550,419
                                                                                          ========                 ========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Cash paid for interest                                                                E14,000                     E --
     Cash paid for taxes                                                                      E --                     E --
</Table>

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

<Page>

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


(1)   GENERAL

         CompleTel Europe N.V. ("CompleTel Europe") (together with its
wholly-owned subsidiaries, the "Company") is a Dutch holding company
incorporated on December 14, 1998 for the purpose of completing a Rule 144A
offering to finance its planned operations.

         The Company has a strategic objective of becoming a leading
facilities-based operator of a technologically advanced, high-capacity, fiber
optic communications infrastructure and provider of telecommunications and
Internet-related services to business and government end-users, carriers and
Internet service providers in targeted metropolitan areas across Western Europe,
with an initial focus on network deployment in France and Germany. Additionally,
the Company is establishing Internet data centers ("IDCs") and is providing
Internet access, web hosting and other Internet value added services in France,
Germany and the United Kingdom. The Company is currently evaluating closer
integration of the IDC businesses in Germany and France with its existing local
retail business and is also evaluating integration and other options with
respect to its IDC business in the United Kingdom. A facilities-based operator
uses mainly its own telecommunications facilities to provide service, in
contrast with non-facilities-based resellers who purchase the services of other
providers and then retail the services to customers.


(2)   BASIS OF PRESENTATION

         The accompanying interim unaudited consolidated financial statements
have been prepared in accordance with United States generally accepted
accounting principles ("U.S. GAAP") for interim financial information and are in
the form prescribed by the 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, 2000. 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 six month period ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2001.

         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. Certain prior year amounts have been reclassified to conform with the
current year presentation.


(3)   PROPERTY AND EQUIPMENT

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

<Page>

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

<Table>
<Caption>
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                      2001                 2000
                                                                                      ----                 ----
               <S>                                                     <C>                  <C>
               Network equipment                                                  E302,849             E216,016
               Office furniture and equipment                                        6,154                5,186
               Computer equipment and software                                      12,966               10,891
               Leasehold improvements                                                8,716                8,239
               Buildings                                                               205                  205
                                                                       -------------------  -------------------

               Property and equipment, in service                                  330,890              240,537
               Less: accumulated depreciation                                      (46,608)             (24,963)
                                                                       ===================  ===================

               Property and equipment, in service, net                             284,282              215,574
               Construction in progress                                            114,618               83,049
                                                                       -------------------  -------------------

               Property and equipment, net                                        E398,900             E298,623
                                                                                  ========             ========
</Table>

         The Company capitalized approximately E7.7 million and E4.0 million of
interest expense for the six months ended June 30, 2001 and 2000, respectively.


(4) RELATED PARTY TRANSACTIONS

CONTRIBUTION OF COMPLETEL LLC COMMON UNITS FOR COMPLETEL EUROPE NV ORDINARY
SHARES

         In late November 2000, certain employees of CompleTel Europe who held
common units of CompleTel LLC ("LLC"), contributed all such common units, except
for those still subject to performance vesting provisions, to CompleTel Europe
in consideration for 3,142,162 newly issued ordinary shares of CompleTel Europe.
The number of ordinary shares issued was equal to the number of ordinary shares
represented by the common units contributed to CompleTel Europe and were
recorded at E15.6 million, the fair market value of those shares on the date of
issuance. The corresponding investment in LLC, representing approximately 3,280
common units which are exchangeable into 3,142,162 ordinary shares of the
Company, is reflected as a reduction of CompleTel Europe's equity in the
accompanying statement of shareholders' equity, similar to treasury stock. The
common units contributed included both vested and non-vested time vesting units.
The ordinary shares issued in respect of the non-vested units remain subject to
the same vesting provisions as the original award.

SAMPLES PROMISSORY NOTE

         In April 2001, CompleTel Europe and Timothy A. Samples, the Company's
new Chief Executive Officer, entered into a Loan Agreement and a Promissory
Note, pursuant to which the Company made a E865,000 loan to Mr. Samples. The
loan accrues interest at 6%, compounded quarterly and is due February 28, 2002.
In accordance with its terms, the repayment of the loan (including interest)
will be forgiven by the Company in four equal quarterly installments commencing
May 31, 2001, provided Mr. Samples is employed by the Company on each such
installment date.

(5) INDEBTEDNESS

SENIOR DISCOUNT NOTES

         In February 1999, the CompleTel Europe and CompleTel Holdings completed
an offering (the "Offering") of 147,500 units (the "Units") consisting of
approximately E131.9 million aggregate principal amount of 14% Senior Discount
Notes due 2009 (the "Notes") issued by CompleTel Europe and 1,475,000 non-voting
Class B Membership Interests of CompleTel Holdings LLC. All these Class B
Membership Interests were subsequently redeemed by CompleTel Holdings and a
corresponding portion of CompleTel Europe ordinary shares distributed to their
former


<Page>

holders. CompleTel Europe issued the Notes at a substantial discount from their
principal amount at maturity on February 16, 2009. A principal investor in LLC
acquired 400 Units in the Offering. The proceeds of the Offering, net of
offering fees and costs, were approximately E64.9 million and were held in an
escrow account until CompleTel Europe received a minimum commitment of $90
million in senior credit facilities, which was received in April 1999. The Notes
are guaranteed by LLC on a senior unsecured basis. As LLC is a holding company
with no operations other than the operations conducted by CompleTel Europe and
its subsidiaries, it is unlikely that LLC would have sufficient funds to satisfy
CompleTel Europe's obligations on the Notes if CompleTel Europe is unable to
satisfy its own obligation on the Notes. Of the approximately E67.1 million
gross proceeds from the Offering, approximately E63.1 million was attributed to
the Notes and approximately E4 million was attributed to the 1,475,000 Class B
Membership Interests of CompleTel Holdings. The E4 million allocated to the
Class B Membership Interests represents additional discount on the Notes.

         Cash interest will not accrue on the Notes prior to February 15, 2004,
with the Notes accreting to their stated principal amount at maturity at an
effective interest rate of approximately 15.1%. The accretion is charged to
interest expense. 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 February 15, 2009.

SENIOR NOTES OFFERING

         In April 2000, the Company completed an offering of an aggregate E200
million 14% senior notes due 2010 (the "Senior Notes"). A portion of the
proceeds were used to repurchase $27.0 million (E27.6 million) principal amount
at maturity of the Senior Discount Notes. To comply with Netherlands laws, the
Senior Notes were guaranteed by LLC on a senior, unsecured basis. In March 2001,
this guaranty terminated. The Company lent approximately E78.0 million of the
net proceeds to a wholly-owned subsidiary which used the funds to invest in a
portfolio of securities which are pledged as security for the Senior Notes. The
proceeds of these pledged securities will be used to make the first six interest
payments on the Senior Notes. The remaining proceeds from the Senior Notes
offering will be used to (i) fund the further deployment of the Company's
networks in existing markets, (ii) develop complementary local access systems,
(iii) fund net operating losses and (iv) for general and corporate purposes.

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

<Table>
<Caption>
                                                                                        JUNE 30,   DECEMBER 31,
                                                                                          2001         2000
                                                                                          ----         ----
 <S>                                                                                  <C>        <C>
 14% Senior Discount Notes, face amount $120.5 million, due 2009, effective              E96,071       E80,597
     interest rate of 15.1%, converted to euro at June 30, 2001 and
     December 31, 2000 exchange rates of 0.849 and 0.942, respectively
 14% Senior Notes, face amount E200.0 million, due 2010                                  200,000       200,000
 Other long-term debt                                                                      5,696            --
                                                                                           -----      --------

                                                                                        E301,767      E280,597
                                                                                        --------      --------
</Table>

CREDIT AGREEMENT

         In January 2000, the Company executed an agreement for a E265 million
senior secured credit facility with Goldman Sachs International and BNP Paribas
as co-arrangers of the facility. Under the facility, the funds were to be
available to the Company's subsidiaries, initially to include CompleTel ECC
B.V., CompleTel Services S.A.S., CompleTel S.A.S., and CompleTel GmbH, in two
tranches including a euro term facility which was available until December 31,
2000, in the aggregate amount of E105 million, and a euro revolving loan
facility available until December 31, 2002, in the aggregate amount of E160
million. The E160 million tranche was to become available after May 31, 2000, if
the euro term facility was fully drawn and other conditions were satisfied.
Subsequent to December 31, 2002, up to E141 million of the outstanding advances
under the euro revolving loan facility were first to be converted into a term
loan, and any other outstanding advances were to become part of a E19 million
working capital facility. The facility matures on December 31, 2006.

<Page>

         In April 2000, the Company entered into an agreement (the
"Suspension Agreement") with the lenders whereby the Company agreed not to
borrow funds under the credit facility in exchange for the lenders agreement
to suspend the application of various provisions, including substantially all
of the representations, covenants and events of default in the credit
facility. In June 2001, the Company extended the Suspension Agreement until
October 31, 2001. On August 10, 2001, the Company notified the facility agent
of its intention to terminate the credit facility in its entirety as of
August 27, 2001 (see Note 11). The Company intends to continue exploring
funding options, and there is no assurance that it will seek or obtain
additional credit now or in the future. During the period the Suspension
Agreement is in effect, the facility is, nevertheless, guaranteed by its
subsidiaries and is secured by, among other things, pledges of the stock of
substantially all of its subsidiaries, as well as a number of its present and
future material assets and revenue.

(6) 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 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.

         Management currently evaluates the Company's development efforts
according to the geographic location of its markets. One of the key operating
performance criteria used in this valuation includes revenue growth and
operating income before interest, taxes, depreciation, amortization, non-cash
compensation charges and foreign exchange loss and other expenses, including
restructuring charges and the write-off of deferred financing costs. ("Adjusted
EBITDA").

         Adjusted EBITDA is not derived pursuant to generally accepted
accounting principles and therefore should not be construed 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.

         Certain financial information reflecting the Company's development
efforts by geographic location is presented below.

         As of June 30, 2001 and for the three months ended June 30, 2001 (in
thousands):

<Table>
<Caption>
                                                                                                        COMPLETEL
                                                          COMPLETEL      COMPLETEL      COMPLETEL      EUROPE AND
                                                                SAS           GMBH             UK           OTHER    CONSOLIDATED
                                                                ---           ----             --           -----    ------------
<S>                                                       <C>            <C>            <C>            <C>           <C>
Revenue                                                     E18,599         E5,134           E763            E --         E24,496
Adjusted EBITDA                                              (7,189)        (8,450)        (2,712)         (5,586)        (23,937)
Total assets                                                279,099        177,685         17,957         280,014         754,755
Expenditures for long-lived assets                           28,865         19,372          1,732           4,208          54,177
</Table>

         As of June 30, 2001 and for the six months ended June 30, 2001 (in
thousands):

<Table>
<Caption>
                                                                                                        COMPLETEL
                                                          COMPLETEL      COMPLETEL      COMPLETEL      EUROPE AND
                                                                SAS           GMBH             UK           OTHER    CONSOLIDATED
                                                                ---           ----             --           -----    ------------
<S>                                                       <C>            <C>            <C>            <C>           <C>
Revenue                                                     E34,202         E7,943         E2,007            E --         E44,152
Adjusted EBITDA                                             (16,017)       (15,934)        (5,253)        (11,065)        (48,269)
Total assets                                                279,099        177,685         17,957         280,014         754,755
Expenditures for long-lived assets                           57,970         39,710          5,219           8,166         111,065
</Table>

         As of June 30, 2000 and for the three months ended June 30, 2000 (in
thousands):

<Page>

<Table>
<Caption>
                                                                                                        COMPLETEL
                                                          COMPLETEL      COMPLETEL      COMPLETEL      EUROPE AND
                                                                SAS           GMBH             UK           OTHER      CONSOLIDATED
                                                                ---           ----             --           -----      ------------
<S>                                                       <C>            <C>            <C>            <C>              <C>
Revenue                                                      E3,224           E389         E1,422            E --            E5,035
Adjusted EBITDA                                             (12,578)        (8,743)          (632)            157           (21,796)
Total assets                                                143,646         81,910          2,577         640,347           868,480
Expenditures for long-lived assets                           27,105         28,823            256           4,497            60,681
</Table>

         As of June 30, 2000 and for the six months ended June 30, 2000 (in
thousands):

<Table>
<Caption>
                                                                                                        COMPLETEL
                                                          COMPLETEL      COMPLETEL      COMPLETEL      EUROPE AND
                                                                SAS           GMBH             UK           OTHER      CONSOLIDATED
                                                                ---           ----             --           -----      ------------
<S>                                                       <C>            <C>            <C>            <C>             <C>
Revenue                                                      E4,715           E535         E2,312            E --            E7,562
Adjusted EBITDA                                             (22,550)       (13,947)          (907)           (120)          (37,524)
Total assets                                                143,646         81,910          2,577         640,347           868,480
Expenditures for long-lived assets                           46,094         43,270            423           5,438            95,225
</Table>


(7) ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), establishes
accounting and reporting standards for derivative instruments, including certain
instruments embedded in other contracts, and for hedging activities. SFAS 133
requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. It also specifies the
accounting for changes in the fair value of a derivative instrument depending on
the intended use of the instrument and whether (and how) it is designated as a
hedge. During 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of SFAS 133" which delayed
the application of SFAS 133 to all fiscal quarters of fiscal years beginning
after June 15, 2000. The adoption of SFAS 133 was not material to the Company.


(8) NEW ACCOUNTING STANDARDS

         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
141 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 141 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 6) 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 or 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 METHODS 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 cost or market value and
tested for impairment at least annually. All other recognized intangible assets
will continue to be amortized over their estimated useful lives.

<Page>

         SFAS 142 is effective for fiscal years beginning after December 15,
2001 although goodwill on business combinations consummated after July 1, 2001
will not be amortized. On adoption the company may need to record a cumulative
effect adjustment to reflect the impairment of previously recognized, intangible
assets. In addition, goodwill on prior business combinations will cease to be
amortized. The Company has not determined the impact that these Statements will
have on its intangible assets or whether a cumulative effect adjustment will be
required upon adoption. The Company's May 2001 acquisition has not yet been
adjusted to reflect SFAS 142.


(9)  ACQUISITIONS

         On May 31, 2001 our French operating subsidiary acquired 100% of a
local network telecommunications operator in France. Effective June 1, 2001,
the Company began consolidating the acquired entity. In connection with this
transaction, the Company initially recorded E12.4 million as net assets, E5.7
million as long-term liabilities and E6.2 million as goodwill.

(10) COMMITMENTS AND CONTINGENCIES

         The syndicate of co-owners of a building in which CompleTel Europe's
French subsidiary, 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 all the
necessary authorizations and caused 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 expertise is currently in progress. The
Company is currently involved in discussions with the other parties to this
litigation to settle this matter out of court, and expects to obtain shortly the
authorization of the syndicate of co-owners to perform certain work on the
equipment to cease the disturbances. If the negotiations to settle out of court
are unsuccessful, the Company may be required to moved the equipment, and may be
required to do so in a short period of time. In the event that the Company is
required to move the equipment in a short period of time, it could suffer
disturbances to its network, which could have an impact on its customers
activities. However, at this stage of the litigation, the Company is not in a
position to predict the outcome of this matter or determine the impact, if any,
that it may have on its activity.

         In June 2001, after having detected defects in certain defected cables
of the optic fiber cables supplied by the companies TKT and Cabelte to its
French subsidiary CompleTel SAS, the Company brought an action before the
Tribunal de Commerce of Nanterre requesting an expert be appointed to determine
the nature and extent of the defective cables. At the request of the TKT and
Cabelte, the tribunal has ordered Company to post a bond in the amount of
approximately US$2.6 million which corresponds to the amount of fiber ordered
and invoiced and which has not yet been paid. The Company believes that if the
expert nominated by the tribunal confirms its claim that the fiber is defective,
it may be entitled to cancel the supply contract with these two suppliers which
amounts to approximately US$4.8 million. However, if the Company does not
prevail in this litigation, it may be required to pay all, or some of this
amount (excluding amounts already paid to these companies which amount to
approximately US$485,000). At this stage of the litigation, the Company is not
in a position to predict the outcome of this matter or determine the impact, if
any, that it may have on its activity.

(11)  SUBSEQUENT EVENT

On August 10, 2001, the Company notified the facility agent of its intention
to terminate its E265 million credit facility in its entirety as of August
27, 2001 (see Note 5). The Company intends to continue exploring funding
options, including working with the existing syndicate.

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

         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,"


<Page>

"believe," "expect," "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. 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; and (d) worsening carrier and
Internet data market weakness. 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 networks and IDCs; (b) our inability to develop and maintain
efficient operations support; (c) regulatory developments in Europe adverse to
us or difficulties we may face in maintaining necessary telecommunications
licenses or other governmental approvals; (d) or inability to obtain, from banks
or the capital markets, financing on satisfactory terms; and (e) the impact of
new business opportunities requiring significant up-front investment. For a more
detailed discussion of such risks affecting us, please refer to our prospectuses
and periodic 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 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 we effected on February 25, 2000.

OVERVIEW

         We are a rapidly growing, facilities-based provider of switched
telephony, data and Internet-related services to business end-users, government
entities, carriers and Internet service providers in targeted markets in Western
Europe. We were incorporated in December 1998, and through a series of
transactions in January 1999, became the holding company for our European
telecommunications businesses which commenced in January 1998, when CompleTel
LLC 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 CLEC related development
activities in Western Europe since CompleTel LLC's inception.

         Prior to January 1, 2000, our functional currency was the U.S. dollar,
and the functional currency for each of our operating subsidiaries was the
applicable local currency. Effective January 1, 2000, we and each of our
subsidiaries, except those in the United Kingdom, adopted the euro as our
functional currency. Additionally, we adopted the euro as our financial
reporting currency. As a result, we have restated prior period amounts by
translating prior period U.S. dollar amounts into the euro. Our results of
operations (accumulated deficit) for periods prior to January 1, 1999
(introduction date for the euro) have been restated using the January 1, 1999
exchange rate between the U.S. dollar and the euro.

         We have generated operating losses and negative cash flow from our
operating activities to date. We expect to continue to experience operating
losses and negative cash flows from operations in each of our markets while we
emphasize development, construction and expansion of our business and until we
establish a sufficient revenue generating customer base in that market.

REVENUE

         Our revenue consists of revenue from three principal categories of
service offerings: retail, including voice, data and Internet; wholesale; and
IDCs, web hosting and other Internet-related services.

         -        RETAIL SERVICES. We generate revenue from the voice, data and
                  Internet services we provide primarily to our directly
                  connected retail customers. We have experienced growth in our
                  retail services in the past year. We expect this growth to
                  continue and to represent an increasing percentage of our
                  overall revenue as we expand the deployment of our MANs in the
                  major cities we already serve and build a new MAN in Nantes,
                  France.

<Page>

                  -        VOICE SERVICES. We derive substantially all our voice
                           revenue from the switched voice communications
                           services we provide to customers directly connected
                           to our networks through owned fiber and leased lines.
                           This revenue is based primarily on traffic minutes
                           billed. Revenue from voice products accounted for
                           E8.6 million, or approximately 35% of our total
                           revenue for the quarter ended June 30, 2001. Revenue
                           from voice products totaled E7.6 million, or
                           approximately 24% of total revenue for the year ended
                           December 31, 2000.

                  -        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 protocol-based
                           services and interconnection between local area
                           networks in each of the cities in which our MANs
                           operate. Revenue from these services accounted for
                           E2.7 million, or approximately 11% of our total
                           revenue for the quarter ended June 30, 2001. Revenue
                           from data and internet services totaled E2.8 million,
                           or approximately 9% of total revenue for the year
                           ended December 31, 2000.

         -        WHOLESALE SERVICES. We derive revenue by providing
                  transmission capacity on a wholesale basis 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 on a wholesale basis to
                           other telecommunications service providers that
                           require transmission capacity to support gaps in
                           their networks, need additional capacity or require
                           alternate routing, or do not have their own
                           transmission facilities. We also terminate traffic
                           for other operators. This revenue, which is based
                           primarily on traffic minutes billed, accounted for
                           E3.6 million, or approximately 15% of our revenue in
                           the quarter ended June 30,  2001, and we expect this
                           revenue to increase in the second half of 2001,
                           although at a slower rate than prior periods. Revenue
                           from carrier and termination services totaled E4.2
                           million, or approximately 13% of total revenue for
                           the year ended December 31, 2000.

                  -        INTERNET DIAL-UP. We also derive revenue from the
                           dial-up Internet access to our ISP customers
                           delivering the traffic and plan to continue to do so
                           both in France and Germany. This revenue, which is
                           based primarily on transmission capacity provided,
                           accounted for E8.4 million, or approximately 34% of
                           our overall revenue in the quarter ended June 30,
                           2001. Although we expect our Internet dial-up
                           services revenue to increase in the second half of
                           2001, we expect them to represent a decreasing
                           proportion or our total revenue, as our revenue from
                           other services increase. Revenue from Internet dial
                           up services totaled E8.9 million, or approximately
                           28% of total revenue for the year ended December 31,
                           2000.

         -        INTERNET DATA CENTERS, WEB HOSTING AND OTHER INTERNET-RELATED
                  SERVICES. We are beginning to derive revenue from the complex
                  web hosting and other value-added Internet services we provide
                  at our IDCs. We also offer web site creation and maintenance
                  services as well as miscellaneous dial-up services to certain
                  of our IDC customers. Revenue from our IDCs, web hosting and
                  other Internet-related services accounted for E1.2 million, or
                  approximately 5% of our total revenue for the quarter ended
                  June 30, 2001. Revenue from these services totaled E8.0
                  million, or approximately 26% of total revenue for the year
                  ended December 31, 2000.

         We derive revenue in France and Germany from all three of our principal
service offerings. In the United Kingdom, we derive revenue solely from our IDC,
web hosting, Internet-related services and other miscellaneous dial-up services.
As of June 30, 2001, we had commercially launched services in nine cities in
France (including Nantes, launched on May 16, 2001 and Strasbourg, which was
added following the completion of the acquisition of Estel S.A. in late May
2001) and four in Germany and had deployed five IDCs in France, Germany and the
United Kingdom.

         We expect our revenue in France, where we launched commercial
operations in June 1999, to increase with the establishment of an additional MAN
in Nantes, France and with the accelerated build-out of our MANs in the major
cities we already serve to cover additional business parks and areas of business
concentration. Our development in Germany, where we launched commercial
operations in November 1999, continues to track our


<Page>

development in France generally on a time-adjusted basis, and we expect our
revenue in Germany to represent an increasing percentage of our overall revenue.

         We expect our revenue in the United Kingdom to represent a smaller
proportion of our overall revenue due to our limited presence in the United
Kingdom. We are currently evaluating integration and other options with respect
to our business in the United Kingdom, having recognized approximately E1.4
million in restructuring charges in the second quarter of 2001. We expect
additional restructuring charges in the third quarter. Revenue in the United
Kingdom in the second quarter of 2001 was generated from our complex web hosting
and Internet-related services, from our recently launched IDC in London and from
miscellaneous dial-up services. We anticipate that this dial-up revenue will
decrease significantly in the remainder of the year and will represent an
insignificant percentage of our overall revenue in the future.

         For the quarter ended June 30, 2001, we had three customers whose
revenue generated five percent or more of our total revenue for the quarter. For
the year ended December 31, 2000, we had three customers whose revenue generated
five percent or more of our total revenue for the year.

OPERATING EXPENSES

         Our primary operating expenses consist of:
         -        network costs,
         -        selling, general and administrative expenses,
         -        allocated selling, general and administrative costs from
                  affiliates,
         -        non-cash compensation charges,
         -        depreciation and amortization expenses, and
         -        restructuring and other charges.

NETWORK COSTS

         Our network costs include costs such as interconnection costs, the cost
of leasing high-capacity digital lines that interconnect our network with the
networks of other providers, the cost of leasing local loop lines that connect
our customers to our network, switch site rental and operating and maintenance
costs, as well as costs associated with our IDCs, web hosting and other
Internet-related services. We lease dark fiber and conduit on a limited basis to
establish and augment our MANs in certain markets. We also lease fiber to
connect our MANs, in order to provide an IP backbone to support our IDCs, web
hosting and other Internet-related services. We incur other fixed costs, such as
switch site rent and network and switch maintenance, that normally are incurred
at the time of interconnection in anticipation of future revenue. To date, we
have been able to deploy our networks faster than we initially anticipated. As a
result, we have experienced higher incremental costs. As we continue to build
our networks and revenue increases, we believe that the incremental costs of
deployment will decrease as a percentage of our network costs.

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 the rate of growth in selling, general and
administrative expenses is likely to decline as administrative costs begin to
stabilize and expenditures shift away from dependence on consultants towards the
use of internal resources and as we leverage economies of scale.

         We are assembling 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 June 30, 2001, the number
of our employees totaled 922, including 233 sales employees, compared to 179
sales employees as of December 31, 2000. We expect the number of sales personnel
to continue to grow as we expand our operations and our focus on multi-site
customers.

ALLOCATED SELLING, GENERAL AND ADMINISTRATIVE COSTS FROM AFFILIATE

         Allocated selling, general and administrative costs from affiliate
include amounts we pay CableTel Management, Inc. a wholly owned subsidiary of
CompleTel LLC, as reimbursement of expenses incurred by CableTel Management,
Inc. in the performance of certain ordinary and necessary general and
administrative services for us and our operating subsidiaries. Prior to
October 1, 2000, these expenses consisted primarily of executive management
salaries and benefits and professional fees and were allocated to us based
upon an estimate of the proportion of such expenses attributable to us and
our operating subsidiaries. We reimbursed CableTel Management, Inc. for the
proportionate share of these costs and expenses by paying management fees
equal to 105% of such attributable costs. 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 our
European employees) are now incurred by CompleTel

<Page>

Headquarters Europe S.A.S, our wholly owned subsidiary, and accounted for as
selling, general and administrative costs. CableTel Management, Inc.
continues to incur certain general and administrative expenses on our behalf
(consisting primarily of salaries and benefits to our U.S. employees), for
which we reimburse it. We account for these amounts as allocated selling,
general and administrative costs from affiliate.

NON-CASH COMPENSATION CHARGES

         We incur stock-based compensation expense under our fixed stock option
plan based on the deferred compensation at the date of grant. In addition, based
upon our value as determined at the time of our initial public offering, we
recorded compensation expense and deferred compensation for performance vesting
units that did not vest as a result of the IPO but which may vest upon a
qualified sale by Madison Dearborn Partners or in May 2005 based on a deemed
vesting date. The deferred compensation is being amortized to expense over the
remaining vesting period to May 18, 2005 (deemed vesting date if vesting does
not occur earlier upon a qualified sale by Madison Dearborn Partners). We also
record compensation expense and deferred compensation for certain time vesting
units that vest at various times throughout the year, and all will be vested by
November 2002. In addition to the above expenses, some of our employees have
purchased common units of CompleTel LLC for which CompleTel LLC incurs non-cash
compensation charges. For accounting purposes, 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 are otherwise classified as
selling, general and administrative expenses.

DEPRECIATION AND AMORTIZATION

         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.

RESTRUCTURING AND OTHER CHARGES

         We recorded restructuring charges in the second quarter of 2001
totaling approximately E3.7 million. Tim Samples who was hired as our new
President and Chief Executive Officer in the first quarter of 2001 and Jerome de
Vitry, who was promoted to Chief Operating Officer during the same period, have
undertaken actions to effectively size our business. In addition to the
restructuring charges recorded in the second quarter, we currently have
identified an additional E510,000 which will be recognized in the third quarter.
As further restructuring activity may take place, this amount could increase.

OTHER INCOME AND EXPENSE

         Other income includes interest income on the investment of the proceeds
from our initial public offering and our senior notes due 2010.

         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, costs, assets and liabilities are, for the most part,
denominated in euros, which is our functional and reporting currency, effective
January 1, 2000. Therefore, we are exposed to changes in currency exchange rates
primarily due to our U.S. dollar-denominated debt. Our 14% senior discount notes
due 2009 expose us to exchange rate fluctuations as the payment of principal and
interest on these notes will be made in U.S. dollars, and a substantial portion
of our future cash flow used to service these payments will be denominated in
local currencies, including the euro. We invest all excess cash in
euro-denominated accounts. While we intend to take steps to minimize exchange
rate risks, we cannot assure you that we will not be materially adversely
affected by variations in currency exchange rates.

<Page>

RESULTS OF OPERATIONS

REVENUE

         Revenue for the three months ended June 30, 2001 increased to E24.5
million, compared to approximately E5.0 million for the three months ended June
30, 2000. Revenue for the six months ended June 30, 2001, increased to E44.2
million, compared to E7.6 million for the corresponding period in 2000. We
attribute these increases in revenue to our overall growth resulting from the
implementation of our business plan and the rapid deployment of our networks.
Specifically, the increase resulted from significant growth of our customer
base, an increase in traffic over our networks and a heightened demand for
services from existing customers. For the three months ended June 30, 2001,
revenue from retail services totaled E11.3 million; revenue from wholesale
services totaled E12.0 million; and revenue from IDC, web hosting and other
Internet-related services totaled E1.2 million. For the six months ended June
30, 2001, revenue from retail services totaled E19.1 million, revenue from
wholesale services totaled E21.6 million, and revenue from IDC, web hosting and
other Internet-related services totaled E3.5 million.

         In France, we had revenue of approximately E18.6 million for the three
months ended June 30, 2001, compared to approximately E3.2 million for the
corresponding period in 2000. Revenue from our French operations represented 76%
and 77% of our total revenue for the three and six month periods ended June 30,
2001, respectively. We experienced steady growth in revenue from retail
customers in the seven French cities in which our MANs operate and our overall
signed customer base in France as of June 30, 2001 grew to 1,017 customers
including 45 customers from our Estel acquisition. The increase in our customer
base and traffic resulted in a total of 741 million minutes of use carried over
our networks in France in the second quarter of 2001. During the three months
ended June 30, 2001, revenue from our IDC in Paris, our web hosting and other
Internet-related services generated 2% of our revenue in France.

         In Germany, we had revenue of approximately E5.1 million and E7.9
million for the three and six month periods ended June 30, 2001, compared to
E0.4 million and E0.5 million for the corresponding periods in 2000. This
revenue represented 21% of our total revenue for the three months ended June 30,
2001. As of June 30, 2001, we had over 229 signed customers in Germany and
carried over 54 million minutes of use in Germany during the second quarter of
2001. Additionally, revenue from our IDCs in Berlin and Munich, our web hosting
and other Internet-related services cumulatively generated 3% of our revenue in
Germany for the quarter ended June 30, 2001.

         In the United Kingdom, we had revenue of approximately E0.8 million for
the three months ended June 30, 2001, compared to approximately E1.4 million for
the corresponding period in 2000. Revenue derived from our IDC in London, our
web hosting and other Internet-related services, represented 82% of revenue in
the United Kingdom for the three months ended June 30, 2001.

         While we anticipate that our revenue will continue to grow, we have
recently observed signs of general weakness in the European markets for carrier,
dial-up Internet access and Internet data center services. This market weakness
could slow the growth in our revenue and accordingly, we lowered our revenue
forecasts. As a consequence, our operating results and financial condition may
be affected.

OPERATING EXPENSES

NETWORK COSTS

         Our network costs for the three months ended June 30, 2001 increased to
approximately E21.3 million from E5.6 million for the corresponding period the
previous year. For the six months ended June 30, 2001, network costs totaled
E40.0 million, compared to E8.6 million for the corresponding period in 2000.
These increases resulted primarily from the continued deployment of our networks
in France and Germany and the associated costs of establishing interconnection
and leasing arrangements. The increase also resulted from increased customer
traffic, which resulted in higher interconnection payments to the incumbent
telecommunications operators.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         For the three months ended June 30, 2001, selling, general and
administrative expenses totaled approximately E25.2 million, compared to
approximately E17.2 million for the three months ended June 30, 2000. For the
six months ended June 30, 2001, selling, general and administrative expenses
totaled E48.7 million, compared to E30.4 million for the corresponding period in
2000. These increases primarily resulted from the growth in the number of
personnel and the expenses related to wages and salaries. The increase also
resulted from administrative and start-up


<Page>

costs associated with the launches of our IDC facilities. We expect our selling,
general and administrative charges to decrease over the remainder of the year as
our restructuring takes effect.

ALLOCATED SELLING, GENERAL AND ADMINISTRATIVE COSTS FROM AFFILIATE

         For the three months ended June 30, 2001, we recorded approximately
E1.9 million of allocated selling, general and administrative costs from
affiliates, compared with approximately E4.0 million for the three months
ended June 30, 2000. For the six months ended June 30, 2001, allocated
selling, general and administrative costs from affiliate totaled E3.7
million, compared to E6.2 million for the corresponding period in 2000. These
decreases were primarily a result of decreased personnel, legal and
accounting costs allocated from CableTel Management, Inc.

NON-CASH COMPENSATION CHARGES

         We incurred stock-based compensation expense of approximately E1.7
million under our fixed stock option plan for the three months ended June 30,
2001. This amount was based on deferred compensation at the date of grant
totaling approximately E25.1 million.

         During the three months ended March 31, 2000, we incurred additional
stock-based compensation expense of approximately E41.9 million upon completion
of our initial public offering in March 2000 due to the accelerated vesting of
certain CompleTel LLC performance vesting common units held by certain of our
employees in connection with a qualified public offering. This compensation
expense was based on the IPO price of E17.50 per share. In addition, based upon
our value as indicated in the IPO, we recorded compensation expense and deferred
compensation at the IPO date, of approximately E24.0 million and E74.9 million,
respectively, for performance vesting units that did not vest as a result of the
IPO but which may vest upon a qualified sale by Madison Dearborn Partners or in
May 2005 based on a deemed vesting date. For the three months ended June 30,
2001, we recorded compensation expense of approximately E1.7 million, based on
the closing price per share on June 30, 2000. The non-cash compensation charges
are attributable to employees whose salary and benefits are otherwise classified
within selling, general and administrative expenses.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization increased to approximately E12.5 million
for the three months ended June 30, 2001, from approximately E4.2 million for
the corresponding period in 2000. For the six months ended June 30, 2001,
depreciation and amortization totaled E22.0 million, compared to E7.2 million
for the corresponding period in 2000. The majority of these increases resulted
from the build-out of our MANs throughout France and Germany.

RESTRUCTURING AND OTHER CHARGES

         For the three months ended June 30, 2001, restructuring and other
charges totaled E3.7 million. The primary components of these charges consist
of E1.4 million in the United Kingdom related to severance costs and
facilities relocation charges, E1.0 million in Germany related to severance
costs and costs of canceling orders made by our German operating subsidiary
for fiber purchased in excess of our current requirements, E800,000 for
severance and restructuring in our European Headquarters subsidiary and
E500,000 for severance costs in our French operating subsidiary.
Additionally, we have identified approximately E510,000 which will be
recognized as restructuring charges in the third quarter of 2001. As further
restructuring activity may take place, this amount could increase.

OTHER INCOME AND EXPENSE

         We recorded interest income of approximately E3.6 million during the
three months ended June 30, 2001, compared to E9.1 million for the corresponding
period in 2000. For the six months ended June 30, 2000, interest income totaled
approximately E9.0 million, compared to E9.6 million for the corresponding
period in 2000. The decreases in the three and six month periods in 2001
compared to the corresponding periods in 2000 are the result of decreasing
available IPO and senior note proceeds to invest.

         We incurred interest expense, net of approximately E4.2 million of
capitalized interest expense, of approximately E7.0 million during the three
months ended June 30, 2001. For the three months ended June 30, 2000, interest
expense totaled approximately E6.6 million, net of capitalized interest expense
of approximately E2.7 million. For the six month period ended June 30, 2001, we
recorded interest expense, net of E7.7 million of capitalized interest expense,
of E15.4 million. For the corresponding period in 2000, we recorded interest
expense, net of E4.0 million of


<Page>

capitalized interest, of E8.5 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 LOSS AND OTHER EXPENSE

         For the three months ended June 30, 2001, we recorded a E5.1 million
unrealized foreign exchange loss related primarily to our U.S.
dollar-denominated senior discount notes. This compares to a E10.5 million
foreign exchange loss in the three months ended June 30, 2000. For the six month
periods ended June 30, 2001 and 2000, we recorded foreign exchange losses of
E10.7 million and E18.4 million, respectively. The losses in the three and six
month periods in 2000 are attributable primarily to our requirement to invest in
U.S. treasury bills, pending receipt of an exemption from regulations under the
Investment Company Act of 1940.

ADJUSTED EBITDA

         Many securities analysts use the measure of earnings before deducting
interest, taxes, depreciation and amortization, also commonly referred to as
"EBITDA," as a way of measuring the performance of a company. We consider an
adjusted measure we refer to as "Adjusted EBITDA," to be a helpful performance
measure of our business. In calculating Adjusted EBITDA, we also exclude
non-cash compensation charges and foreign exchange loss and other expenses,
including restructuring charges and the write-off of deferred financing costs.
For the three months ended June 30, 2001 and 2000, these charges and expenses
totaled E10.6 million and E5.1 million, respectively. We had Adjusted EBITDA
losses of approximately E23.9 million and E21.8 million for the quarters ended
June 30, 2001 and 2000, respectively. We expect to continue to experience
operating losses and negative Adjusted EBITDA as a result of our development and
market expansion activities.

         Adjusted EBITDA is not derived pursuant to generally accepted
accounting principles and therefore should not be construed 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.

    The following table summarizes our Adjusted EBITDA calculation for the
periods indicated (amounts in thousands).

<Table>
<Caption>
                                                              Three Months Ended June 30,              Six Months Ended June 30,
                                                                2001             2000                    2001           2000
                                                                ----             ----                    ----           ----
<S>                                                           <C>              <C>                   <C>           <C>
Net Loss.............................................          E(50,520)        E(28,633)             E(91,122)     E (126,334)
Interest expense (net of interest income)............             3,452           (2,471)                6,399          (1,047)
Income taxes.........................................                --               --                    --              --
Depreciation and amortization........................            12,541            4,231                22,047           7,177
Non-cash compensation charges........................             1,733           (5,431)                    2          64,229
Foreign exchange loss and other expense..............             5,124           10,508                10,672          18,451
Restructuring and other charges......................             3,733                -                 3,733               -
                                                                  -----           ------                 -----          ------

Adjusted EBITDA......................................          E(23,937)        E(21,796)             E(48,269)       E(37,524)
                                                               =========        =========             =========       =========
</Table>

NET LOSS

         Our net loss for the three months ended June 30, 2001 was E50.5
million, compared to a net loss of approximately E28.6 million for the three
months ended June 30, 2000. This change resulted primarily from increases in
operating expenses. For the six months ended June 30, 2001, our net loss was
E91.1 million, compared to a net loss of E126.3 million for the corresponding
period in 2000. This change resulted primarily from a decrease in non-cash
compensation charges.

STATEMENTS OF CASH FLOWS

<Page>

<Table>
<Caption>
                                                         SIX MONTHS ENDED JUNE 30,
                                                       -----------------------------
                                                       2001                 2000
                                                       ----                 ----
                                                         (EURO, IN THOUSANDS)
<S>                                                 <C>                  <C>
Cash flows from operating activities                 E (27,997)           E (38,432)
Cash flows from investing activities                  (128,693)            (151,392)
Cash flows from financing activities                      (665)             675,308
Effect of exchange rates on cash                         1,071                7,820
                                                         -----                -----
     Net increase (decrease) in cash and
         cash equivalents                             (156,284)             493,304
     Cash and cash equivalents at
         beginning of period                           361,698               57,115
                                                       -------               ------
     Cash and cash equivalents at end of
         period                                       E205,414             E550,419
                                                      ========             ========
</Table>

CASH FLOWS FROM OPERATING ACTIVITIES

         During the six months ended June 30, 2001, we used approximately E28.0
million in operating activities, a E10.4 million decrease from the approximately
E38.4 million used in operating activities for the corresponding period in the
prior year. This decrease in cash flows was primarily related to the significant
growth of our customer base and the improvement of operating costs as a
percentage of revenue as our business matures.

CASH FLOWS FROM INVESTING ACTIVITIES

         Our cash flow from investing activities was a use of approximately
E128.7 million for the six months ended June 30, 2001, compared to a use of
approximately E151.4 million for the corresponding period in the prior year. The
decrease was primarily due to prior year senior note proceeds being placed in
escrow.

CASH FLOWS FROM FINANCING ACTIVITIES

         We used approximately E0.7 million of cash for financing activities
during the six months ended June 30, 2001, compared to E675.3 million of cash
flows provided by financing activities for the corresponding period in 2000. The
change was due primarily to the net proceeds from our IPO being reflected in the
six months ended June 30 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The telecommunications business is capital intensive. We have needed
and will continue to need large amounts of capital to fund capital expenditures,
working capital, debt service and operating losses. As of June 30, 2001, we had
E232.8 million of cash and restricted short-term investments, and E26.3 million
of restricted long-term investments in escrow for debt service (see below).

         Since January 1998, CompleTel LLC has received E114.3 million in
private equity contributions, of which E63.0 million was contributed to our
French operating subsidiary, E42.3 million was contributed to our German
operating subsidiary, E2.3 million was contributed to us, 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 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 E67.1 million, of which E63.1 million was allocated to the 14%
senior discount notes due 2009, which represents a substantial discount from the
E131.9 million aggregate stated principal amount at maturity of the notes. The
remaining E4.0 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, E 27.6 million principal amount at maturity were repurchased for E 14.9
million.

         In January 2000, we executed a E265 million senior secured credit
facility with Goldman Sachs International and BNP Paribas as co-arrangers of the
facility. Under the facility, the funds were to be available to certain of our
subsidiaries in two tranches including a euro term facility which was available
until December 31, 2000, in the


<Page>

aggregate amount of E105 million, and a euro revolving loan facility
available until December 31, 2002, in the aggregate amount of E160 million.
The E160 million tranche was to become available after May 31, 2000, if the
euro term facility was fully drawn and other conditions were satisfied.
Following December 31, 2002, up to E141 million of the outstanding advances
under the euro revolving loan facility were first to be converted into a term
loan, and any other outstanding advances were to become part of a E19 million
working capital facility. In April 2000, we entered into a suspension
agreement with the lenders whereby we agreed not to borrow funds under the
credit facility in exchange for their agreement to suspend the application of
substantially all the representations, covenants and events of default. In
June 2001, we extended the suspension agreement until October 31, 2001. On
August 10, 2001, we notified the facility agent of our intention to terminate
the credit facility in its entirety as of August 27, 2001.  We intend to
continue exploring all our funding options, and there is no assurance that we
will seek or obtain additional credit now or in the future. During the period
the suspension agreement is in effect, the facility is, nevertheless,
guaranteed by our subsidiaries and is secured by, among other things, pledges
of the stock of substantially all our subsidiaries, as well as a number of
our present and future material assets and revenue.

         In March 2000, we completed an initial public offering of ordinary
shares. We issued 31,280,000 ordinary shares in exchange for gross proceeds of
approximately E547.4 million, based on the euro public offering price of E17.50
per share. A portion of the IPO shares, 8,343,931, were offered in the United
States at a public offering price of U.S.$17.09 per share. After giving effect
to the translation of U.S. dollars received for shares offered in the United
States, gross proceeds translated into euro totaled approximately E551.4
million. We are using the proceeds: to develop further fiber optic networks in
our target markets in France and Germany; to fund the build-out of our IDCs and
the expansion of our Internet-related services; to develop complementary local
access systems; to fund net operating losses and for general corporate purposes.

         In April 2000, we completed an offering of an aggregate E200 million
14% senior notes due 2010. A portion of the proceeds were used to repurchase
U.S.$27.0 million (E27.6 million) principal amount at maturity of our existing
14% senior discount notes due 2009. We lent approximately E78.0 million of the
net proceeds to a 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.

CAPITAL EXPENDITURES

         We made capital expenditures of approximately E54.2 million the
three months ended June 30, 2001 and approximately E111.1 million for the six
months ended June 30, 2001. These capital expenditures were for property and
equipment necessary to deploy networks in our initial markets and include
capitalized interest of E4.2 million and E7.7 million for the three and six
month periods, respectively.

         We currently estimate that we will make aggregate capital expenditures
of approximately E140 million to E160 million for the year ending December 31,
2001.

         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 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. We may also require additional capital, or
require financing sooner than anticipated, if we alter the schedule or target
markets of our roll-out plan in response to regulatory, technological or
competitive developments (including additional market developments and new
opportunities within and outside of our target markets). We intend to evaluate
potential joint ventures, strategic alliances, and acquisition opportunities on
an ongoing basis as they arise, and we may require additional financing if we
elect to pursue any such opportunities. We also may be required to seek
additional financing if we elect to provide complementary telecommunications
services or deploy networks in additional markets. Sources of additional
financing may include commercial bank borrowings, vendor financing and/or the
private or public sale of debt securities. We also may engage in private or
public equity offerings of our ordinary shares. We believe that such additional
sources of funding will become available as we need them. There can be no
assurance, however, that these sources will be available when we need them.

EURO CONVERSION

<Page>

         Effective January 1, 1999, the euro became the single legal currency of
the 11 participating European Union member states, including The Netherlands,
France and Germany and the conversion rates of the currencies of the
participating member states were irrevocably fixed against the euro as of that
date.

         The establishment of the European Monetary Union may have a significant
effect on the economies of the participant countries. While we believe that the
introduction of the euro will eliminate exchange rate risks in respect of the
currencies of those member states that have adopted the euro, which includes
Germany and France, there can be no assurance as to the relative strength of the
euro against other currencies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INVESTMENT PORTFOLIO AND INTEREST RATE SENSITIVITY

         Our investment policy is limited by the indentures governing our
outstanding notes. We are restricted to investing in financial instruments with
a maturity of one year or less (with certain limited exceptions). We are
required to utilize investments that meet high credit quality standards, such as
obligations of the U.S. government or any European Economic Community member
government or any agency thereof guaranteed by the country, certificates of
deposits, money market deposits, and commercial paper with a rating of A-1 or
P-1. Under the terms of our E265 million senior secured credit facility, if we
were to draw down on the facility we would be required to enter into an interest
rate hedging program with respect to 50% of every tranche of E50 million
borrowed to mitigate foreign currency exchange rate risk. As we have not drawn
down on the credit facility to date, we currently are not subject to this
requirement. We have entered into a suspension agreement concerning this
facility, however, we currently intend to terminate the credit facility as well
as the suspension agreement.

         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 revenue, costs, assets and liabilities are, for the most part,
denominated in euros, which is our functional currency, effective January 1,
2000. Therefore, we are exposed to changes in currency exchange rates due to our
U.S. dollar denominated debt and investments. The senior discount notes which we
issued in February 1999 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 euros. While we intend to take steps to minimize exchange rate
risks, we cannot assure you that we will not be materially adversely affected by
variations in currency exchange rates.

         Our operating subsidiaries' monetary assets and liabilities are subject
to foreign currency exchange risk if purchases of network equipment and services
are denominated in currencies other than the subsidiary's own functional
currency. However, the majority of such purchases to date have been based on
each subsidiary's functional currency.

         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
June 30, 2001                                                   U.S.$0.849
</Table>

-----------

(1)  Based on the exchange rate as of January 4, 1999, the date on which the
     euro noon buying rate was first quoted.

<Page>

         We are managing exchange rate risk by incurring financing liabilities
denominated in the currency of the country of operations. In addition, we have
adopted hedging strategies to manage our exposure to foreign currency exchange
rate risk relating to our operations in the United Kingdom.

<Page>

PART II           OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On February 27, 2001, we announced the appointment, subject to
shareholders approval (which was obtained at the annual meeting of our
sharehoders held on May 30, 2001), of Timothy A. Samples, who formerly served as
the chief executive officer of FirstMark Communications Europe SA, as our new
Chief Executive Officer. On March 19, 2001, FirstMark alleged that the
employment of Mr. Samples as our Chief Executive Officer constitutes a breach of
the non-compete provisions in the services agreement between Mr. Samples and
FirstMark. In May 2001 we amicably settled this dispute with FirstMark.

         The syndicate of co-owners of a building in which our French
subsidiary, CompleTel SAS installed certain telecommunications equipment,
brought an action against us before the Tribunal de Grande Instance of Paris
alleging that the equipment was installed without obtaining all the necessary
authorizations and caused disturbances in the building. On May 11, 2001, the
tribunal issued a decision, following a preliminary injunction hearing (a)
ordering us 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 we may have to undertake with respect to
the equipment to cease the disturbances. We appealed against this decision and
the expertise is currently in progress. We are currently involved in discussions
with the other parties to this litigation to settle this matter out of court,
and we expect to obtain shortly the authorization of the syndicate of co-owners
to perform certain work on the equipment to cease the disturbances. If the
negotiations to settle out of court are unsuccessful, we may be required to
moved the equipment, and may be required to do so in a short period of time. In
the event that we are required to move the equipment in a short period of time,
we could suffer disturbances to our network, which could have an impact on our
customers activities. However, at this stage of the litigation, we are not in a
position to predict the outcome of this matter or determine the impact, if any,
that it may have on our activity.

         In June 2001, after having detected defects in certain defected cables
of the optic fiber cables supplied by the companies TKT and Cabelte to our
French subsidiary CompleTel SAS, we brought an action before the Tribunal de
Commerce of Nanterre requesting an expert be appointed to determine the nature
and extent of the defective cables. At the request of the TKT and Cabelte, the
tribunal has ordered that we post a bond in the amount of approximately US$2.6
million which corresponds to the amount of fiber ordered and invoiced and which
has not yet been paid. We believe that if the expert nominated by the tribunal
confirms our claim that the fiber is defective, we may be entitled to cancel the
supply contract with these two suppliers which amounts to approximately US$4.8
million. However, if we do not prevail in this litigation, we may be required to
pay all, or some of this amount (excluding amounts we already paid to these
companies which amount to approximately US$485,000). However, at this stage of
the litigation, we are not in a position to predict the outcome of this matter
or determine the impact, if any, that it may have on our activity.

         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 A VOTE OF SECURITY HOLDERS

         The annual meeting of our shareholders was held on May 30, 2001.

         Our shareholders voted on proposals to (1) elect eight (8) members to
our Supervisory Board from a non-binding nomination by our Supervisory Board;
(2) elect three (3) members to our Board of Management from a binding nomination
by our Supervisory Board; (3) adopt our statutory annual accounts for the fiscal
year ended December 31, 2000; (4) grant discharge to the members of our
Supervisory Board and Board of Management from


<Page>

liability in respect of the exercise of their duties during the fiscal year
ended December 31, 2000; (5) appoint Arthur Andersen as our independent auditors
for the fiscal year ending December 31, 2001; (6) extend the authority of our
Board of Management to repurchase fully paid-up shares in our capital by an 18
months period ending March 31, 2003; (7) amend our articles of association to
absolve us of the obligation to publish newspaper advertisement in the
Netherlands announcing general meetings of our shareholders.

         Our shareholders' vote (a) adopted our statutory annual accounts; (b)
granted discharge from liability to the members of our Supervisory Board and
Board of Management; (c) appointed Arthur Andersen as our auditors; (d) extended
the authority of our Management Board to repurchase our shares; and (e) approved
the amendment of our articles of association, in all cases, as set forth in our
proxy statement dated May 2, 2001. Messrs. Pearson, Dovey, Allen, DeGeorge,
Finnegan, Holland, Kirby and Perry were elected to serve as members of our
Supervisory Board. Following his election as a member of our Supervisory Board,
Mr. Pearson was appointed by the Supervisory Board as our Chairman instead of
Mr. Dovey who will continue to serve as a member of our Supervisory Board. In
addition, Mr. Pearson, who served as a member of our Board of Management,
President and Chief Executive Officer stepped down from these positions
concurrently with his election to our Supervisory Board.

         Messrs. Samples, Lacey and de Vitry were elected as members of our
Board of Management, in accordance with the recommendations of our Supervisory
Board. Following his election as a member of our Board of Management, Mr.
Samples was appointed by our Supervisory Board as our President and Chief
Executive Officer. Martin Rushe and Hansjorg Rieder who served as members of our
Board of Management until the annual meeting stepped down from these positions
immediately prior to the meeting. Mr. Rushe also stepped down from his position
as president of CompleTel UK Limited and Mr. Reider, president and chief
executive officer of CompleTel GmbH, announced his desire to retire, effective
August 2001.

         The number of the votes cast for, against or withheld, and the number
of absentations with respect to each proposal is set forth below. Our
independent inspector of election reported the vote of our shareholders as
follows.

<Table>
<Caption>
                                 PROPOSAL                                                            VOTES
                                                                                   FOR             AGAINST           ABSTAIN
<S>                                                                             <C>                <C>                <C>
1.  ELECTION OF SUPERVISORY DIRECTORS
    NOMINEE
    (a) William H. Pearson                                                      96,067,428            -                8,100
    (b) James E. Dovey                                                          96,067,428            -                8,100
    (c) James C. Allen                                                          96,057,848          9,580              8,100
    (d) Lawrence F. DeGeorge                                                    96,067,428            -                8,100
    (e) Paul J. Finnegan                                                        96,057,848          9,580              8,100
    (f) Royce J. Holland                                                        96,057,848          9,580              8,100
    (g) James H. Kirby                                                          96,067,428            -                8,100
    (h) James N. Perry                                                          96,065,948          9,580              8,100

2.  ELECTION OF MANAGING DIRECTORS
    -  FIRST POSITION
       First Nominee: Timothy A. Samples                                        96,057,848          9,580              8,100
       Second Nominee: Richard N. Clevenger                                      7,349,919          9,580              8,100

    -  SECOND POSITION
       First Nominee: David E. Lacey                                            95,294,991         772,437             8,100
       Second Nominee: Jerome de Vitry                                           8,112,776         772,437             8,100

    -  THIRD POSITION
       First Nominee: Jerome de Vitry                                           95,294,991         772,437             8,100
       Second Nominee: David E. Lacey                                            8,112,776         772,437             8,100

3.  ADOPTION OF STATUTORY ANNUAL ACCOUNTS                                       96,075,528            -                  -

<Page>

<Caption>

                                 PROPOSAL                                                            VOTES
                                                                                   FOR             AGAINST           ABSTAIN
<S>                                                                             <C>                <C>                <C>

4.  DISCHARGE FROM LIABILITY                                                    96,075,528            -                  -


5.  APPOINTMENT OF INDEPENDENT AUDITORS                                         96,067,428            -                8,100

6.  EXTENSION OF AUTHORITY TO REPURCHASE SHARES                                 96,075,528            -                  -

7.  AMENDMENT OF OUR ARTICLES OF ASSOCIATION                                    96,060,128          15,400               -
</Table>


ITEM 5.  OTHER INFORMATION

         ACQUISITION OF LOCAL NETWORK TELECOMMUNICATIONS OPERATOR

         On May 31, 2001 our French operating subsidiary acquired 100% of a
local network telecommunications operator in France, bringing the total number
of cities served to nine in France.

         ANTICIPATED SHORTFALLS ON EMPLOYEE LOANS TO PURCHASE OUR SHARES

         In March 2000, a limited number of our employees obtained interest
bearing loans in an approximate aggregate principal amount of E2 million from a
commercial bank to purchase shares in our initial public offering. The shares
purchased by these employees were pledged to the bank as a security for the
repayment of the loans. In connection with these loans, we have entered into
certain arrangements with these employees and the lending bank, including
indemnity letters under which we agreed to pay the lending bank the amount of
any shortfalls from the amount payable on these loans (including interest), that
is, the difference between the amount due for repayment and the proceeds of the
sale of the pledged shares. In accordance with their terms, the loans will
mature in September 2001. In connection with the approaching maturity of the
loans, the employees have recently notified the lending bank of their intention
to repay the loans, using in part the proceeds of the sale of the pledged
shares. Currently, the market price of our ordinary shares is significantly
lower than the purchase price paid for these shares in March 2000. As a result,
we expect that there will be significant shortfalls with respect to the loans
and that we will be required to indemnify the lending bank or the employs for
such shortfalls.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

<Table>
<Caption>
EXHIBIT NO.          DESCRIPTION
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<S>                  <C>
                 3.1 Amended Articles of Association of CompleTel Europe N.V.
              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
              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 CompleTel Europe NV 2000 Stock Option Plan, as amended
                10.2 Extension of Supplemental Agreement, dated June 27, 2001,
                     extending the suspension of certain credit facility
                     covenants
</Table>

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(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.

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(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.


REPORTS ON FORM 8-K

         On May 3, 2001, the we filed a current report on Form 8-K, in which we
announced our financial results for the three months ended March 31, 2001. No
financial statements were filed with this report.

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                                   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 August 14, 2001.


                               COMPLETEL EUROPE N.V.
                               By: /s/ Timothy Samples
                                   ---------------------------
                                   Name:  Timothy Samples
                                   Title: Managing Director, President and Chief
                                          Executive Officer
                                   (Principal Executive Officer)



                               By: /s/ David Lacey
                                   ---------------------------
                                   Name:  David Lacey
                                   Title: Managing Director and Chief Financial
                                          Officer